Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(f) OnJanuary 25, 2022 , the board of directors (or a duly authorized committee thereof) ofPardes Biosciences, Inc. (the "Company") approved payments under its non-equity incentive plan to its 2021 named executive officers as set forth in the summary compensation table below. Such information was not included in the Summary Compensation Table included in the Company's Registration Statement on Form S-1 (File No. 333-262279) (the "Registration Statement") because the amount of the payments had not been determined at the time of filing the Registration Statement. The Company is filing this report to disclose the amounts payable to its 2021 named executive officers. Summary Compensation Table The Company's named executive officers areUri A. Lopatin , M.D., its Chief Executive Officer,Heidi Henson , its Chief Financial Officer, andPhilippe Tinmouth , its Chief Business and Strategy Officer, each of whom is an executive officer of the Company. The following updated table presents information regarding the total compensation awarded to, earned by, and paid to the Company's named executive officers for services rendered to the Company in all capacities for 2021 and 2020.
principal ($) Award Incentive Compensation position ($) Plan ($) Compensation ($)
(a) (b) (c) (d) (e) (f) (g) (1) (i) (j)
- 225,000 - 667,500
M.D.
Chief Executive 2020 208,333(2) 40(3) - - - 208,373
Officer
- - 85,002(7) 85,002 Officer
Philippe 2021 37,670(8) - - 2,394,650(9)
- 49,667(10) 2,481,987 Tinmouth Chief Business and Strategy Officer (1) OnJanuary 25, 2022 , the Board (or a committee thereof) determined that the Company had achieved its corporate goals for 2021, which consisted of development, research and finance goals, and assessed the performance of the Company's named executives who were eligible for 2021 bonuses. Each ofDr. Lopatin andMs. Henson earned 100% of their target bonus opportunity as set forth in their executive offer letters.Mr. Tinmouth was not eligible for a 2021 bonus.
(2)
(3) The amount represents the aggregate grant date fair value of the restricted stock awards granted to its named executive officer during 2020, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the restricted stock awards reported in this column are set forth in Note 5 to the Company's financial statements included in the Registration Statement filed onJanuary 21, 2022 . The amount reported reflects the accounting cost for the restricted stock award and does not correspond to the actual economic value that may be received by its named executive officer upon the vesting of the restricted stock award or any sale of the underlying shares of the Company's common stock.
(4)
(5) The amount represents the aggregate grant date fair value of stock options awarded in connection withMs. Henson's employment during 2021 calculated in accordance with the provisions of FASB ASC Topic 718. See Note 5 to the Company's financial statements included in the Registration Statement filed onJanuary 21, 2022 regarding assumptions underlying the valuation of equity awards. (6) The amount represents the aggregate grant date fair value of stock options awarded during 2021 in lieu of consultant compensation calculated in accordance with the provisions of FASB ASC Topic 718. See Note 5 to the Company's financial statements appearing in the Registration Statement filed onJanuary 21, 2022 regarding assumptions underlying the valuation of equity awards. 1 -------------------------------------------------------------------------------- (7)Ms. Henson was hired as a consultant fromApril 2020 throughmid-January 2021 . This amount consists of consulting fees in cash payments of$85,000 earned byMs. Henson in 2020 but paid in 2021. The amount also includes restricted stock awards granted onJuly 1, 2020 andOctober 1, 2020 with the aggregate grant date fair value of$2 and$0.25 , respectively. The aggregate grant date fair value of the restricted stock awards granted to its named executive officer during 2020, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the restricted stock awards reported in this column are set forth in Note 5 to the Company's financial statements included in the Registration Statement filed onJanuary 21, 2022 . The amount reported reflects the accounting cost for the restricted stock award and does not correspond to the actual economic value that may be received by its named executive officer upon the vesting of the restricted stock award or any sale of the underlying shares of the Company's common stock.
(8)
(9) The amount represents the aggregate grant date fair value of stock options awarded during 2021, calculated in accordance with the provisions of FASB ASC Topic 718. The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock options was assumed risk-free interest rate of 1.5%, assumed volatility of 79.3%, expected option life of 6.3 years and expected dividend yield of 0%.
(10)
2
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