Print Page  Close Window

SEC Filings

VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
Entire Document

Table of Contents

        Pursuant to the letter agreement she entered into with us in December 2005, as amended from time to time, Ms. Fiumenero was eligible to receive a base salary and an annual performance bonus payable in cash, stock or a combination and based on the achievement of individual and corporate objectives.

        Each of our named executive officers, other than Ms. Fiumenero, are eligible to receive certain benefits if his or her employment is terminated under certain circumstances, as described under "Severance Benefits" below.

        The base salary and target annual performance bonus for each of our named executive officers for our fiscal year ended December 31, 2013 is listed in the table below:

  2013 Base
Salary ($)
  2013 Target
Bonus ($)

Jeffrey S. Hatfield

  $ 408,000     40 %(1)

Richard Gregg, M.D. 

  $ 323,060     35 %

Tina Fiumenero

  $ 263,235 (2)   35 %(3)

In September 2013, our board of directors approved an increase to Mr. Hatfield's target performance bonus from 40% to 50% of his then-current base salary. Such increase was effective as of July 1, 2013, and applied with respect to the remainder of our fiscal year ended December 31, 2013.

Reflects salary based on full-time employment. In April 2013, Ms. Fiumenero reduced her employment to 80% of full-time equivalent, and her base salary was correspondingly reduced. She reverted to full-time employment in December 2013.

Ms. Fiumenero's target and actual performance bonus for 2013 was calculated based on the full-time salary amount shown above.

        Objectives for the named executive officers' target bonuses for the first half of our fiscal year ended December 31, 2013 included achievement of animal model proof-of-concept for our RORgt program, achievement of business development results that reasonably project to deliver at least $10,000,000 non-contingent cash via business development transactions, advancing our BACE program to be on track for a fourth quarter Phase 1 clinical trial start and identifying, initiating and progressing a new program with clear short-term potential. Each goal was equally weighted.

        Objectives for the second half of our fiscal year ended December 31, 2013 included achieving final approval to initiate BACE Phase 1 clinical trial for a January 2014 commencement, delivering at least $10,000,000 non-contingent cash via business development transactions, achieving progress on our immuno-oncology discovery program and initiating a certain type of 11bHSD Phase 1 clinical trial. Each of these goals was weighted at 30% of the total bonus potential, with the exception of the fourth goal, which carried a 10% weighting.

        In addition, our board of directors increased each executive's base salary, effective for our fiscal year ending December 31, 2014, to $420,240 for Mr. Hatfield, $330,000 for Dr. Gregg and $282,978 for Ms. Fiumenero. No changes were made to target performance bonuses for our fiscal year ending December 31, 2014.

Equity Compensation

        We have historically offered stock options to our employees, including our named executive officers, as the long-term incentive component of our compensation program. We typically grant equity awards to new hires upon their commencing employment with us. Stock options allow employees to purchase shares of our common stock at a price per share equal to the fair market value of our common stock on the date