Business Context and Reporting Period
This Form 8-K filing by Gossamer Bio, Inc. is dated March 7, 2019. The report addresses Item 5.02 regarding the approval of 2018 bonus awards for named executive officers by the Board of Directors. The filing serves to update the Summary Compensation Table previously disclosed in the Company's prospectus dated February 7, 2019, which had omitted these bonuses as they were undetermined at that time.
Key Financial Metrics
The filing does not provide company-wide financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data presented relates to executive compensation for the fiscal year 2018.
| Executive Officer | 2018 Salary ($) | 2018 Bonus ($) | 2018 Stock/Option Awards ($) | 2018 Total Compensation ($) |
|---|---|---|---|---|
| Sheila Gujrathi, M.D. (CEO) | 469,601 | 297,700 | 17,942,611 | 18,709,911 |
| Faheem Hasnain (Executive Chairman) | 469,601 | 297,700 | 17,942,611 | 18,709,911 |
| Christian Waage (EVP & General Counsel) | 365,794 | 185,510 | 316,000 | 867,304 |
| Bryan Giraudo (CFO) | 260,605 | 132,220 | 1,799,690 | 2,192,515 |
| Jakob Dupont, M.D. (CMO) | 20,167 | 85,000 | 3,422,122 | 3,530,454 |
Material Changes Versus Prior Period
The primary material change is the inclusion of 2018 bonus awards for named executive officers, which were previously excluded from the Summary Compensation Table in the February 2019 Prospectus. Additionally, the table reflects compensation for new hires who commenced employment in 2018: Bryan Giraudo (CFO) on May 7, 2018, and Jakob Dupont, M.D. (CMO) on December 14, 2018. No 2017 compensation data is provided for the CEO or Executive Chairman in this specific table, as they were not employed in those roles during that period or data was not restated.
Guidance, Outlook, and Risks
The filing contains no guidance, outlook, management commentary on business performance, or discussion of risks and contingencies. It is strictly a disclosure of executive compensation adjustments. The filing notes that stock award values reflect grant date fair value in accordance with ASC 718 and do not represent actual economic value realized upon vesting or exercise.
Important Facts for Investors to Verify
- Verify the total 2018 compensation figures for the CEO and Executive Chairman, which are now updated to include $297,700 bonuses each.
- Confirm the grant date fair value assumptions for the significant stock and option awards listed, particularly for Dr. Gujrathi and Mr. Hasnain.
- Note that the CFO and CMO joined the company in 2018, and their compensation reflects partial-year service or sign-on bonuses (specifically Dr. Dupont's $85,000 sign-on bonus).
- Review the original February 7, 2019 Prospectus to compare the previously reported compensation figures against these revised totals.