|
Delaware
|
0-50440
|
52-2243564
|
|
(State
or Other Jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
|
6707
Democracy Boulevard, Suite 505, Bethesda, MD
|
20817
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
|
|
(Former
Name or Former Address, if Changed Since Last
Report.)
|
|
·
|
The
information set forth under the headings “Election of Directors – Nominees
for Election for a Three-Year Term Expiring at the 2012 Annual Meeting,”
“Election of Directors – Directors Continuing in Office Until the 2010
Annual Meeting,” “Election of Directors – Directors Continuing in Office
Until the 2011 Annual Meeting,” “Independence of the Board of Directors,”
“Meetings of the Board of Directors,” “Information Regarding Committees of
the Board of Directors,” “Stockholder Communications with the Board of
Directors” and “Code of Ethics”;
|
|
·
|
The
information set forth under the subheadings “Executive Compensation –
Compensation Discussion and Analysis,” “Executive Compensation – Summary
Compensation Table,” “Executive Compensation – Securities Authorized for
Issuance Under Equity Compensation Plans,” “Executive Compensation –
Outstanding Equity Awards at December 31, 2008,” “Executive Compensation –
Option Exercises and Stock Vested,” “Executive Compensation – Pension
Benefits,” “Executive Compensation – Nonqualified Deferred Compensation”
and “Director Compensation”; and
|
|
·
|
The
information set forth under the subheadings “Transactions with Related
Persons – Related-Person Transactions Policy and Procedures” and
“Transactions with Related Persons – Certain Related-Person
Transactions”.
|
|
·
|
Annual
Salary. For 2009, Dr. Itin’s base salary was €291,200,
or $417,377 using the exchange rate as of December 31,
2009.
|
|
·
|
Annual Cash
Bonus. Under the 2009 Bonus Plan, Dr. Itin’s target cash
bonus was 50% of his 2009 base salary, or €145,600, which corresponds to
$208,693 using the exchange rate as of December 31, 2009. The
bonus paid to Dr. Itin under the 2009 Bonus Plan was entirely dependent
upon the achievement of specified corporate
goals.
|
|
Corporate
Goal
|
Weighting
|
Achieved
|
|||||||
|
1.
|
Enter
into a new corporate collaboration agreement based on the Company’s
technology
|
25 | % | 12.5 | % | ||||
|
2.
|
Resolution
of a contractual matter relating to one of the Company’s product
candidates
|
20 | % | 20 | % | ||||
|
3.
|
Advance
the development of MT110 in clinical trials and establish a therapeutic
window for this product candidate
|
15 | % | 7.5 | % | ||||
| 4. |
Set
up the first pivotal clinical trial for blinatumomab
|
15 | % | 10 | % | ||||
|
5.
|
Achieve
the primary endpoint of efficacy in the phase 2 clinical trial of
blinatumomab in patients with acute lymphoblastic leukemia
|
10 | % | 12.5 | % | ||||
|
6.
|
Establish
final dose and schedule in the phase 1 clinical trial of blinatumomab in
patients with non-Hodgkin’s lymphoma
|
5 | % | 5 | % | ||||
|
7.
|
Common
stock share price to outperform the NASDAQ Biotechnology Index during the
year by a specified percentage
|
3 | % | 3 | % | ||||
|
8.
|
Increase
awareness of Micromet and BiTE antibody technology through publication of
a specified number of articles in the press or scientific
journals
|
2 | % | 2 | % | ||||
|
9.
|
Achieve
a specified goal in one of the Company’s product development
collaborations
|
2 | % | 2 | % | ||||
|
10.
|
Achieve
year-end cash balance consistent with approved 2009 budget and realize
budgeted reimbursements from partnerships
|
3 | % | 3 | % | ||||
|
·
|
Stock
Options. On April 1, 2009, Dr. Itin was granted two
stock options. The first option is exercisable for 100,000
shares of common stock at an exercise price of $3.16 per share and vests
in 36 equal monthly installments through April 1, 2012. The
second option was initially exercisable for an additional 100,000 shares
of common stock at an exercise price of $3.16 per share and was scheduled
to vest based on the Company’s achievement of specified corporate
performance criteria relating to the establishment of corporate
partnerships and clinical development goals during 2009. On
January 29, 2010, the compensation committee determined that the
performance criteria had been partially met, resulting in vesting of the
option as to 58,333 shares, and the remainder of the option
expired.
|
|
·
|
Other
Benefits. As Dr. Itin is domiciled in Germany, the
Company also makes payments to him in lieu of payments on his behalf into
the German state pension, unemployment and health insurance
system. For 2009, these payments to Dr. Itin amounted to
$23,348.
|
|
·
|
Potential Severance and Change
of Control Payments. If the Company were to terminate
Dr. Itin’s employment without “cause,” or if he were to resign for “good
reason,” as those terms are defined in his employment agreement, he would
receive, in addition to his accrued salary through the date of
termination:
|
|
o
|
12
months of salary continuation (increased to 18 months of salary
continuation if the termination is within 6 months prior to or 12 months
following a change of control of the Company), or the benefits under any
other severance benefit plan applicable to Dr. Itin as of the termination
date, if greater;
|
|
o
|
continuation
of payments based on the amounts Micromet AG is paying under
government-mandated social security and health insurance benefits programs
for its employees in Germany for the same period of time as the salary
continuation payments are being
made;
|
|
o
|
the
average of his bonuses for the three years prior to the date of
termination;
|
|
o
|
life
insurance benefits coverage to the extent he was receiving such benefits
prior to the date of termination;
|
|
o
|
costs
for outplacement services up to €15,000;
and
|
|
o
|
12
months’ acceleration of vesting with respect to unvested stock awards then
held by Dr. Itin.
|
|
·
|
Annual
Salary. For 2009, Mr. Phillips’s base salary was
$306,000.
|
|
·
|
Annual Cash
Bonus. In accordance with the terms of Mr. Phillips’
amended employment agreement, he was not entitled to participate in the
Company’s management incentive compensation plan until the 2010 plan
year. Therefore, he did not participate in the 2009 Bonus
Plan. However, in March 2010, the Company’s compensation
committee awarded Mr. Phillips a discretionary bonus of $13,644 in
consideration of Mr. Phillips’s contributions to the Company’s public
offering of its common stock that closed in August
2009.
|
|
·
|
Stock
Options. On April 1, 2009, Mr. Phillips was granted two
stock options. The first option is exercisable for 37,500
shares of common stock at an exercise price of $3.16 per share and vests
in 36 equal monthly installments through April 1, 2012. The
second option was initially exercisable for an additional 37,500 shares of
common stock at an exercise price of $3.16 per share and was scheduled to
vest based on the Company’s achievement of specified corporate performance
criteria relating to the establishment of corporate partnerships and
clinical development goals during 2009. On January 29, 2010,
the compensation committee determined that the performance criteria had
been partially met, resulting in vesting of the option as to 21,875
shares, and the remainder of the option
expired.
|
|
·
|
Relocation Expenses and Other
Benefits. As part of Mr. Phillips’ employment agreement,
the Company agreed to reimburse him for his expenses incurred in
relocating to the area of the Company’s headquarters in Bethesda,
Maryland. These relocation expenses include travel expenses and
the costs of selling his prior residence and temporary housing and
transportation in the Washington, DC region. During 2009, the
Company paid aggregate relocation expenses of $84,622 to Mr. Phillips or
on his behalf. In addition, in accordance with the terms of his
employment agreement, the Company paid to or on behalf of Mr. Phillips
insurance premiums for health, life, and disability insurance in the
amount of $33,866 in the aggregate during
2009.
|
|
·
|
Potential Severance and Change
of Control Payments. If the Company were to terminate
Mr. Phillips’s employment without “cause,” or if he were to resign for
“good reason,” as those terms are defined in his employment agreement, he
would receive, in addition to his accrued salary through the date of
termination:
|
|
o
|
A
lump sum payment equal to 12 months of base
salary;
|
|
o
|
continuation
of health insurance premiums under COBRA and life insurance benefits for
12 months;
|
|
o
|
the
average of his bonuses for the three years prior to the date of
termination, prorated for the year of termination, unless the termination
is within 6 months prior to or 12 months following a change of control, in
which case there is no proration;
|
|
o
|
costs
for outplacement services up to $15,000;
and
|
|
o
|
12
months’ acceleration of vesting with respect to unvested stock awards then
held by Mr. Phillips.
|
|
·
|
Annual
Salary. For 2009, Dr. Baeuerle’s base salary was
€258,000, or $369,791 using the exchange rate as of December 31,
2009.
|
|
·
|
Annual Cash
Bonus. Under the 2009 Bonus Plan, Dr. Baeuerle’s target
cash bonus was 35% of his 2009 base salary, or $129,427. The
bonus paid to Dr. Baeuerle under the 2009 Bonus Plan was based 75% upon
the achievement of the corporate goals described above and 25% upon the
achievement of the following individual goals specific to Dr.
Baeuerle. In January 2010, the compensation committee
determined the achievement of the personal goals by Dr. Baeuerle as set
forth in the table below:
|
|
Personal
Goal
|
Weighting
|
Achieved
|
|||||||
|
1.
|
File
specified patent applications relating to BiTE antibody
technology
|
5
|
%
|
5
|
%
|
||||
|
2.
|
Provide
scientific rationale and experimental support for specified clinical
development aspects of one of the Company’s product candidates; support
clinical development programs through timely delivery of analytical data;
complete specified pre-clinical study
|
15
|
%
|
12
|
%
|
||||
|
3.
|
Provide
scientific rationale and experimental support for specified clinical
development aspects of one of the Company’s product candidates; provide
data supporting treatment of additional indications; specified scientific
publication
|
15
|
%
|
12
|
%
|
||||
|
4.
|
Develop
lead candidate and ensure selection thereof by a collaboration
partner
|
20
|
%
|
20
|
%
|
||||
|
5.
|
Obtain
in-vivo proof of concept for specified BiTE antibody; specified scientific
publication
|
5
|
%
|
5
|
%
|
||||
|
6.
|
Select
lead candidate in a specified BiTE antibody program; generate cell clone
for production; scientific publication
|
5
|
%
|
5
|
%
|
||||
|
7.
|
Select
lead candidate in a specified BiTE antibody program; generate cell clone
for production; scientific publication
|
5
|
%
|
4
|
%
|
||||
|
8.
|
Support
Investigational Medicinal Product Dossier filing for a specified product
candidate with non-clinical and CMC data reports
|
5
|
%
|
5
|
%
|
||||
|
9.
|
Obtain
in-vivo proof of concept in a preclinical study for a specified product
candidate
|
10
|
%
|
10
|
%
|
||||
|
10.
|
Obtain
in-vitro proof of concept for at least one research stage BiTE antibody
and specified number of publications by leading academic laboratories on
BiTE antibody technology
|
5
|
%
|
2
|
%
|
||||
|
11.
|
Obtain
specified number of peer-reviewed publications and review articles on BiTE
antibody technology and EpCAM target; presentation of specified posters at
a scientific conference; publication of specified number of articles
featuring BiTE antibody technology in general public media; increase
number of members on scientific advisory panel; obtain specified number of
invitations to presentations at major industry conventions
|
5
|
%
|
4
|
%
|
||||
|
12.
|
Support
new collaborations with presentations at initial meetings, due diligence
and follow-up meetings
|
5
|
%
|
5
|
%
|
||||
|
|
Therefore,
Dr. Baeuerle’s bonus for 2009 was the sum of (a) 90% of the 75% corporate
goal weighting of his $129,427 target bonus, or $87,363, and (b) 99% of
the 25% individual goal weighting of his $129,427 target bonus, or
$32,033, for a total bonus of
$119,396.
|
|
·
|
Stock
Options. On April 1, 2009, Dr. Baeuerle was granted two
stock options. The first option is exercisable for 62,500
shares of common stock at an exercise price of $3.16 per share and vests
in 36 equal monthly installments through April 1, 2012. The
second option was initially exercisable for an additional 62,500 shares of
common stock at an exercise price of $3.16 per share and was scheduled to
vest based on the Company’s achievement of specified corporate performance
criteria relating to the establishment of corporate partnerships and
clinical development goals during 2009. On January 29, 2010,
the compensation committee determined that the performance criteria had
been partially met, resulting in vesting of the option as to 36,458
shares, and the remainder of the option
expired.
|
|
·
|
Other
Benefits. As Dr. Baeuerle is domiciled in Germany, the
Company also makes payments to him in lieu of payments on his behalf into
the German state pension, unemployment and health insurance
system. For 2009, these payments to Dr. Baeuerle amounted to
$24,072.
|
|
·
|
Potential Severance and Change
of Control Payments. If the Company were to terminate
Dr. Baeuerle’s employment without “cause,” or if he were to resign for
“good reason,” as those terms are defined in his employment agreement, he
would receive, in addition to his accrued salary through the date of
termination:
|
|
o
|
12
months of salary continuation, or the benefits under any other severance
benefit plan applicable to Dr. Baeuerle as of the termination date, if
greater;
|
|
o
|
continuation
of payments based on the amounts Micromet AG is paying under
government-mandated social security and health insurance benefits programs
for its employees in Germany for the same period of time as the salary
continuation payments are being
made;
|
|
o
|
the
average of his bonuses for the three years prior to the date of
termination, prorated for the year of termination, unless the termination
is within 6 months prior to or 12 months following a change of control, in
which case there is no proration;
|
|
o
|
life
insurance benefits coverage to the extent he was receiving such benefits
prior to the date of termination (extended to 18 months of benefits
coverage in the event his termination is within 6 months prior to or 12
months following a change of
control);
|
|
o
|
costs
for outplacement services up to €15,000;
and
|
|
o
|
12
months’ acceleration of vesting with respect to unvested stock awards then
held by Dr. Baeuerle.
|
|
·
|
Annual
Salary. For 2009, Mr. Reisenauer’s base salary was
$286,000.
|
|
·
|
Annual Cash
Bonus. Under the 2009 Bonus Plan, Mr. Reisenauer’s
target cash bonus was 35% of his 2009 base salary, or
$100,100. The bonus paid to Mr. Reisenauer under the 2009 Bonus
Plan was based 75% upon the achievement of the corporate goals described
above and 25% upon the achievement of the following individual goals
specific to Mr. Reisenauer. In January 2010, the compensation
committee determined the achievement of the personal goals by Mr.
Reisenauer as set forth in the table
below:
|
|
Personal
Goal
|
Weighting
|
Achieved
|
||||||
|
1. Develop
commercial forecast for specified product candidate based on most recent
clinical profile
|
20 | % | 20 | % | ||||
|
2. Develop
and implement specified questionnaires for use in ongoing and future
clinical trials
|
10 | % | 1 | % | ||||
|
3. Build
commercial cases for pipeline compounds
|
15 | % | 10 | % | ||||
|
4. Build
commercialization plan for specified product candidate
|
15 | % | 2.5 | % | ||||
|
5. Evaluate
late-stage and on-market licensing opportunities
|
10 | % |
NA
|
|||||
|
6. Create
and execute 2009 PR plan
|
20 | % | 20 | % | ||||
|
7. Monitor
portfolio and overall development activities
|
10 | % | 10 | % | ||||
|
|
Therefore,
Mr. Reisenauer’s bonus for 2009 was the sum of (a) 90% of the 75%
corporate goal weighting of his $100,100 target bonus, or $67,568, and (b)
70.6% of the 25% individual goal weighting of his $100,100 target bonus,
or $17,668, for a total bonus of
$85,224.
|
|
·
|
Stock
Options. On April 1, 2009, Mr. Reisenauer was granted
two stock options. The first option is exercisable for 40,000
shares of common stock at an exercise price of $3.16 per share and vests
in 36 equal monthly installments through April 1, 2012. The
second option was initially exercisable for an additional 40,000 shares of
common stock at an exercise price of $3.16 per share and was scheduled to
vest based on the Company’s achievement of specified corporate performance
criteria relating to the establishment of corporate partnerships and
clinical development goals during 2009. On January 29, 2010,
the compensation committee determined that the performance criteria had
been partially met, resulting in vesting of the option as to 23,333
shares, and the remainder of the option
expired.
|
|
·
|
Other
Benefits. In accordance with the terms of his employment
agreement, the Company paid to or on behalf of Mr. Reisenauer insurance
premiums for health, life, and disability insurance in the amount of
$22,826 in the aggregate.
|
|
·
|
Potential Severance and Change
of Control Payments. If the Company were to terminate
Mr. Reisenauer’s employment without “cause,” or if he were to resign for
“good reason,” as those terms are defined in his employment agreement, he
would receive, in addition to his accrued salary through the date of
termination:
|
|
o
|
A
lump sum payment equal to 12 months of base
salary;
|
|
o
|
continuation
of health insurance premiums under COBRA and life insurance benefits for
12 months;
|
|
o
|
the
average of his bonuses for the three years prior to the date of
termination, prorated for the year of termination, unless the termination
is within 6 months prior to or 12 months following a change of control, in
which case there is no proration;
|
|
o
|
costs
for outplacement services up to $15,000;
and
|
|
o
|
12
months’ acceleration of vesting with respect to unvested stock awards then
held by Mr. Reisenauer.
|
|
·
|
Annual
Salary. For 2009, Mr. Alder’s base salary was
$318,500.
|
|
·
|
Annual Cash
Bonus. Under the 2009 Bonus Plan, Mr. Alder’s target
cash bonus was 35% of his 2009 base salary, or $111,475. The
bonus paid to Mr. Alder under the 2009 Bonus Plan was based 75% upon the
achievement of the corporate goals described above and 25% upon the
achievement of the following individual goals specific to Mr.
Alder. In January 2010, the compensation committee determined
the achievement of the personal goals by Mr. Alder as set forth in the
table below:
|
|
Personal
Goal
|
Weighting
|
Achieved
|
||||||
|
Legal
Affairs
|
||||||||
|
1. Support
completion of new corporate collaboration agreement
|
15 | % | 15 | % | ||||
|
2. Support
resolution of a contractual matter relating to one of the Company’s
product candidates
|
10 | % | 13 | % | ||||
|
3. Ensure
timely periodic SEC filings
|
10 | % | 10 | % | ||||
|
Human
Resources
|
||||||||
|
4. Conduct
annual performance and compensation review
|
5 | % | 5 | % | ||||
|
5. Roll
out new executive employment agreements and executive LTD insurance
program
|
5 | % | 2 | % | ||||
|
6. Hire
specified senior personnel
|
10 | % | 10 | % | ||||
|
Quality
Assurance
|
||||||||
|
7. Hire
specified QA staff member
|
2.5 | % | 2.5 | % | ||||
|
8. Conduct
regulatory compliance program
|
17.5 | % | 17.5 | % | ||||
|
Drug
Safety
|
||||||||
|
9. Hire
department head
|
5 | % | 5 | % | ||||
|
10. Specified
progress in organization of department
|
5 | % | 5 | % | ||||
|
11. Successful
transfer of safety database for specified product
candidate
|
5 | % | 5 | % | ||||
|
Corporate
Secretary / Compliance Officer
|
||||||||
|
12. Successful
annual meeting of stockholders
|
2.5 | % | 2.5 | % | ||||
|
13. Support
board and board committees
|
5.0 | % | 5.0 | % | ||||
|
14. Administration
and enforcement of Insider Trading Compliance Program
|
2.5 | % | 2.5 | % | ||||
|
|
Based
on the compensation committee’s assessment, Mr. Alder achieved 100% of his
personal goals in the aggregate. Therefore, Mr. Alder’s bonus
for 2009 was the sum of (a) 90% of the 75% corporate goal weighting of his
$111,475 target bonus, or $75,246, and (b) 100% of the 25% individual goal
weighting of his $111,475 target bonus, or $27,869, for a total bonus of
$103,114.
|
|
·
|
Stock
Options. On April 1, 2009, Mr. Alder was granted two
stock options. The first option is exercisable for 37,500
shares of common stock at an exercise price of $3.16 per share and vests
in 36 equal monthly installments through April 1, 2012. The
second option was initially exercisable for an additional 37,500 shares of
common stock at an exercise price of $3.16 per share and was scheduled to
vest based on the Company’s achievement of specified corporate performance
criteria relating to the establishment of corporate partnerships and
clinical development goals during 2009. On January 29, 2010,
the compensation committee determined that the performance criteria had
been partially met, resulting in vesting of the option as to 21,875
shares, and the remainder of the option
expired.
|
|
·
|
Other
Benefits. In accordance with the terms of his employment
agreement, the Company paid to or on behalf of Mr. Alder insurance
premiums for health, life, long term care and disability insurance in the
amount of $25,031 in the aggregate.
|
|
·
|
Potential Severance and Change
of Control Payments. If the Company were to terminate
Mr. Alder’s employment without “cause,” or if he were to resign for “good
reason,” as those terms are defined in his employment agreement, he would
receive, in addition to his accrued salary through the date of
termination:
|
|
o
|
A
lump sum payment equal to 12 months of base
salary;
|
|
o
|
continuation
of health insurance premiums under COBRA and life insurance benefits for
12 months;
|
|
o
|
the
average of his bonuses for the three years prior to the date of
termination, prorated for the year of termination, unless the termination
is within 6 months prior to or 12 months following a change of control, in
which case there is no proration;
|
|
o
|
costs
for outplacement services up to $15,000;
and
|
|
o
|
12
months’ acceleration of vesting with respect to unvested stock awards then
held by Mr. Alder.
|
|
·
|
Annual
Salary. For 2009, Dr. Reinhardt’s annual base salary was
€249,600, or $357,752 using the exchange rate as of December 31, 2009, the
prorated portion of which was paid through the termination of his
employment on September 30, 2009.
|
|
·
|
Annual Cash
Bonus. As part of Dr. Reinhardt’s separation from the
Company, he did not receive any payments under the 2009 Bonus
Plan.
|
|
·
|
Stock
Options. On April 1, 2009, Dr. Reinhardt was granted two
stock options. The first option is exercisable for 40,000
shares of common stock at an exercise price of $3.16 per share and was to
vest in 36 equal monthly installments through April 1,
2012. The second option was initially exercisable for an
additional 40,000 shares of common stock at an exercise price of $3.16 per
share and was scheduled to vest based on the Company’s achievement of
specified corporate performance criteria relating to the establishment of
corporate partnerships and clinical development goals during
2009. As part of Dr. Reinhardt’s separation agreement and
consulting agreement, his other outstanding stock options will continue to
vest in accordance with their original terms until September 30, 2010, and
the performance-based stock option vested in accordance with the January
29, 2010 determination by the compensation committee determined that the
performance criteria had been partially met, resulting in vesting of the
option as to 23,333 shares, while the remainder of the performance-based
option expired. In accordance with his separation agreement,
Dr. Reinhardt may exercise his vested stock options through June 30,
2011.
|
|
·
|
Separation
Payment. In connection with the separation agreement,
the Company paid Dr. Reinhardt €240,000, or $343,992 at the exchange rate
in effect at December 31, 2009, in two installments, with €160,000 payable
in 2009 and €80,000 payable in January
2010.
|
|
Item 9.01
|
Financial
Statements and Exhibits.
|
|
(d)
|
Exhibits.
|
|
Exhibit
No.
|
Description
|
|
|
99.1
|
Press
Release dated March 9, 2010
|
|
MICROMET,
INC.
|
|
|
Date: March
9, 2010
|
|
|
By:
/s/ Barclay A.
Phillips
|
|
|
Name: Barclay
A. Phillips
|
|
|
Title:
Senior Vice President & Chief Financial
Officer
|
|
Exhibit
No.
|
Description
|
|
|
99.1
|
Press
Release dated March 9, 2010
|