Assembly Biosciences, Inc. Files Definitive Proxy Statement (DEF 14A)

TL;DR

<b>Assembly Biosciences, Inc. filed its DEF 14A proxy statement on April 17, 2024, detailing executive compensation and corporate governance matters.</b>

AI Summary

ASSEMBLY BIOSCIENCES, INC. (ASMB) filed a Proxy Statement (DEF 14A) with the SEC on April 17, 2024. Assembly Biosciences, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 17, 2024. The filing pertains to the fiscal year ending December 31, 2023. The company's principal executive offices are located at Two Tower Place, 7th Floor, South San Francisco, CA 94080. The company was formerly known as Ventrus Biosciences Inc. until February 11, 2008. The filing includes details on stock and option awards adjustments for PEO and Non-PEO members for the years 2021, 2022, and 2023.

Why It Matters

For investors and stakeholders tracking ASSEMBLY BIOSCIENCES, INC., this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions at the upcoming shareholder meeting. The detailed breakdown of stock and option awards provides insight into the company's incentive programs and potential future dilution.

Risk Assessment

Risk Level: low — ASSEMBLY BIOSCIENCES, INC. shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or strategic shifts that would indicate significant risk.

Analyst Insight

Shareholders should review the executive compensation details and voting proposals to make informed decisions at the annual meeting.

Key Numbers

• 2024-04-17 — Filing Date (DEF 14A filing date)
• 2024-05-29 — Period of Report (Conformed period of report)
• 1231 — Fiscal Year End (Company's fiscal year end)

Key Players & Entities

• ASSEMBLY BIOSCIENCES, INC. (company) — Filer name
• 0000950170-24-045105 (other) — Accession Number
• 2024-04-17 (date) — Filing Date
• Two Tower Place, 7th Floor, South San Francisco, CA 94080 (address) — Business Address
• VENTRUS BIOSCIENCES INC (company) — Former Company Name
• 2008-02-11 (date) — Date of Name Change

FAQ

Industry Context

Assembly Biosciences, Inc. operates in the pharmaceutical preparations industry, focusing on the development and commercialization of therapies.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

1. Review the detailed executive compensation tables for PEO and Non-PEO members.
2. Understand the proposals being presented for shareholder vote.
3. Note the historical adjustments to stock and option awards for the past three fiscal years.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a proxy statement, and does not represent a change from previous filings of this type. No comparative financial data is presented in this specific document.

Filing Documents

• asmb-20240416.htm (DEF 14A) — 1821KB
• img191053295_0.jpg (GRAPHIC) — 7KB
• img191053295_1.jpg (GRAPHIC) — 7KB
• img191053295_2.jpg (GRAPHIC) — 41KB
• img191053295_3.jpg (GRAPHIC) — 7KB
• img191053295_4.jpg (GRAPHIC) — 134KB
• img191053295_5.jpg (GRAPHIC) — 103KB
• 0000950170-24-045105.txt (&nbsp;) — 3347KB
• asmb-20240416.xsd (EX-101.SCH) — 22KB
• asmb-20240416_htm.xml (XML) — 217KB

Executive Compensation

Executive Compensation 3 Questions and Answers About These Proxy Materials and Voting 4 Cautionary Statement Regarding ForwardLooking Statements 10 Proposal No. 1: Election of Directors 11 General 11 Nominees for Director 11 Required Vote 18 Recommendation of the Board of Directors 18 The Board of Directors and Corporate Governance 19 Meetings of the Board 19 Board Composition 19 Independence of Directors 20 Board Leadership Structure 21 Risk Oversight 21 Board Committees 22 Code of Ethics and Code of Conduct 25 Director Compensation 25 Stockholder Communications 27 Stockholder Engagement 27 Environmental, Social and Governance Focus 27 Proposal No. 2: Advisory Vote to Approve Our Named Executive Officers' Compensation 28 General 28 Required Vote 29 Recommendation of the Board of Directors 29 Proposal No. 3: Advisory Vote on the Frequency of Future Advisory Votes on our named Executive Officers' Compensation 30 General 30 Required Vote 30 Recommendation of the Board of Directors 30 Matters Relating to Our Independent Registered Public Accounting Firm 31 Pre-Approval Policies and Procedures 31 Fees and Services 31 Report of the Audit Committee of the Board of Directors 31 Proposal No. 4: Ratification of the Selection of the Independent Registered Public Accounting Firm 33 General 33 Required Vote 33 Recommendation of the Board of Directors 33 Proposal No. 5: Approval of an Amendment to the Assembly Biosciences, Inc. 2018 Stock Incentive Plan 34 Background 34 Purpose 34 Rationale 35 2020 – 2022 Burn Rate and Outstanding Awards Overhang 36 Material Terms of the Amended Plan 38 Eligibility 43 New Plan Benefits 43 Equity Plans 44 Required Vote 45 Recommendation of the Board of Directors 45 i Proposal No. 6: Approval of the Assembly Biosciences, Inc. Second Amended and Restated 2018 Em

Executive Compensation

Executive Compensation 50 Named Executive Officers 50 Executive Summary 50 Summary Compensation Table 55 Employment Arrangements 60 Outstanding Equity Awards at December 31, 2023 62 Pay Versus Performance 63 Certain Relationships and Related Party Transactions 65 Stock Ownership Information 67

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 67 Delinquent Section 16(a) Reports 68 Deadline for Stockholder Proposals for the 2024 Annual Meeting of Stockholders 69 Delivery of Documents to Stockholders Sharing an Address 69 Other Matters 69 Appendix A: Proposed Assembly Biosciences, Inc. Amended and Restated 2018 Stock Incentive Plan A- 1 Appendix B: Proposed Assembly Biosciences, Inc. Second Amended and Restated 2018 Employee Stock Purchase Plan B- 1 ii PROXY STATE MENT SUMMARY This proxy statement summary highlights information that may be contained elsewhere in this proxy statement. This summary does not contain all information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy statement. Proxy V oting Matters Our Board's Recommendation Proposal No. 1 – Election of Directors (page 11) The Board and its Nominating and Governance Committee believe that the ten director nominees possess the necessary qualifications to provide effective oversight of our business. FOR each Director Nominee Proposal No. 2 – Executive Compensation (page 28) The Board recommends that stockholders approve, on a non-binding advisory basis, our named executive officers' compensation. FOR Proposal No. 3 – Frequency of Future Advisory Votes to Approve Executive Compensation (page 30) The Board recommends that stockholders vote, on a non-binding advisory basis, to consider and approve our named executive officers' compensation annually. "ONE YEAR" Proposal No. 4 – Ratification of the Selection of Ernst & Young LLP as Independent Auditors (page 33) The Board and its Audit Committee believe that the continued retention of Ernst & Young LLP to serve as the Independent Auditors for the fiscal year ending December 31, 2024 is in the best interests of the Company and its stockholders. As a matter o

Executive Compensation

Executive Compensation Our Compensation Philosophy is "Provide Competitive Overall Compensation That Attracts, Retains and Motivates Superior Performers." We believe that executive compensation should be designed to closely align the interests of our named executive officers (NEOs) and stockholders and to attract, motivate, reward and retain high caliber management talent. Our executive compensation is comprised of the following components: Element of Compensation Purpose Relevant Performance Metric Fixed or Variable? Annual/Short Term Incentives Base Salary Provide competitive compensation based on individual performance and level of responsibility associated with position N/A Fixed Annual Performance-based Cash Bonus Provide a short-term annual performance-based cash incentive opportunity through a bonus plan that is based upon achievement of established performance goals Both Company-wide and individual goals Variable Long-Term Incentive Long-term Equity Incentive Awards Provide long-term incentive opportunities in the form of equity awards in order to retain those individuals with the leadership abilities necessary for increasing long-term stockholder value while aligning their interests with our stockholders' interests Certain restricted stock units vest only upon the achievement of pre-determined metrics or milestones, as detailed in the section entitled "Executive Compensation" In addition, all time-based equity awards vest ratably over four-year periods, which incentivizes performance because (1) stock options have value only to the extent the market value of our common stock increases and (2) time-based restricted stock units only have value if the award recipient continues to provide services through the vesting period Variable 3 Questions and Answers About Th ese Proxy Materials and Voting Why did I receive the Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials? In ac

View Full Filing

View this DEF 14A filing on SEC EDGAR