Business Context and Reporting Period
This Form 8-K filing by Protagonist Therapeutics, Inc. (an emerging growth company) was submitted on February 21, 2018. The report details the approval of compensatory arrangements for the Company's principal executive officers and named executive officers by the Compensation Committee of the Board of Directors.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The financial data presented is limited to executive compensation figures approved for the 2017 performance year and the 2018 fiscal year.
| Executive Officer | 2017 Bonus | 2018 Salary | 2018 Target Bonus | Options Granted | RSUs Granted |
|---|---|---|---|---|---|
| Dinesh V. Patel, Ph.D. (CEO) | $309,000 | $520,000 | 50% | 150,000 | 25,000 |
| David Y. Liu, Ph.D. (CSO) | $186,000 | $410,000 | 40% | 56,500 | 9,500 |
| Richard S. Shames, M.D. (CMO) | $179,000 | $400,000 | 40% | 37,500 | 6,500 |
| Thomas P. O'Neil (CFO) | $131,000 | $345,000 | 35% | 34,000 | 6,000 |
Material Changes
The filing reports the following material changes effective retroactively to January 1, 2018, or approved on February 21, 2018:
- Approval of cash bonuses for 2017 performance.
- Establishment of 2018 annual salaries for named executive officers.
- Setting of 2018 target performance bonus percentages.
- Granting of equity awards (stock options and restricted stock units) under the 2016 Equity Incentive Plan.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, operational outlook, or general risk factors. Specific terms regarding the equity awards include:
- Grant Date: February 28, 2018.
- Option Exercise Price: Equal to the closing price of common stock on The Nasdaq Global Market on the grant date.
- Option Vesting: 25% after one year, with the remainder vesting in equal monthly installments over the following three years.
- RSU Vesting: Equal annual installments over four years from the grant date.
Investor Verification Checklist
- Verify the closing stock price on February 28, 2018, to determine the exercise price of the granted options.
- Review the Company's 2016 Equity Incentive Plan for details on dilution and total share availability.
- Confirm the vesting schedules and any performance conditions attached to the 2018 target bonuses.
- Check subsequent filings for the actual issuance of the equity awards and any changes to executive compensation.