Proteon logo     Print Page | Close Window

SEC Filings

S-1/A
PROTEON THERAPEUTICS INC filed this Form S-1/A on 10/07/2014
Entire Document
 

Table of Contents

Name
  Fees Earned or
Paid in Cash
  Stock Options   All Other
Compensation
 

Hubert Birner, Ph.D. 

             

Garen Bohlin

             

Todd Foley

             

F. Nicholas Franano, M.D.(1)

          $ 43,000  

John G. Freund, M.D. 

             

Tim Haines

             

Dmitry Kobyzev

             

Brendan M. O'Leary, Ph.D. 

             

Gregory D. Phelps(2)

  $ 20,000          

(1)
Amount represents consulting fees for services rendered by Dr. Franano.

(2)
Amount represents annual director fee for Mr. Phelps. Amount was paid in equal quarterly installments.

        We will adopt a new compensation program for our non-employee directors concurrent with the consummation of this offering. We retained an independent compensation consultant to help us determine the terms of the non-employee director compensation program. Under the program, effective upon the closing of this offering, each non-employee director shall be paid an annual fee of $35,000 and such additional fees as set out in the following table. All payments are to be made semi-annually, in arrears.

Non-Employee Director
  Annual Fee  

Chairman of the Company

  $ 25,000  

Chairman of the audit committee

  $ 15,000  

Member of the audit committee (other than chairman)

  $ 7,500  

Chairman of the compensation committee

  $ 10,000  

Member of the compensation committee (other than chairman)

  $ 5,000  

Chairman of the governance and nominating committee

  $ 7,500  

Member of the governance and nominating committee (other than chairman)

  $ 3,750  

        Upon the effectiveness of this offering, we will be making an initial option grant to purchase 12,100 shares of common stock to Mr. Bohlin, which option grant will be at an exercise price equal to the price of our common stock in connection with the offering. Excluding Mr. Bohlin, each current non-employee director on the Board, upon the effectiveness of this offering, will receive an option grant being exercisable for such number of shares of common stock equal to 6,050, which option grant will be at an exercise price equal to the price of our common stock in connection with the offering. Mr. Bohlin's initial option grant will vest annually over three years. The option grants received by the current non-employee directors, upon the effectiveness of this offering, will vest 100% on the earlier of the one-year anniversary of such grant and the next annual meeting of the stockholders.

        In addition, upon completion of this offering, we intend to provide our non-employee directors with equity compensation for service on our board of directors and committees on annual basis. We expect to make these grants around the time of the Company's annual meeting of stockholders. This equity compensation will consist of a grant of options to purchase 6,050 shares of common stock at an exercise price equal to the fair market value of the Company's common stock on the date of grant and will vest at the Company's next annual meeting of the stockholders. Additionally, after completion of this offering, we intend to provide any new non-employee director appointed to the board of directors an initial grant to purchase 12,100 shares of common stock at an exercise price equal to the fair market value of the Company's common stock on the date of such director's appointment which shall vest annually over three years. These annual grants and new director grants will be subject to approval by the Company's board of directors at the time.

134