PROXY STATEMENT
Date and Time and Place of Meeting
The enclosed proxy is solicited on behalf of the Board of Directors of Entia Biosciences, Inc. for the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on March 30, 2017 at 8:00 a.m.
Pacific Time, at the offices of Entia Biosciences, Inc., 13565 SW Tualatin-Sherwood Road, Suite 800, Sherwood, Oregon, 97140, or at any adjournments or postponements of the Annual Meeting, for the purposes set forth in the notice attached to this proxy statement. This proxy statement and accompanying proxy card are first being mailed to you on or about March 13, 2017.
GENERAL INFORMATION ABOUT VOTING
Record Date, Outstanding Shares, Quorum and Voting
You can vote your shares of common stock if our records show that you owned your shares on February 17, 2017, the record date. Each share of Common Stock outstanding as of the record date is entitled to one vote. Preferred Stock holders are entitled to a number of votes per share equal to the number of shares of Common Stock issuable upon conversion of the Preferred Stock, currently, 50 shares of Common Stock per share of Preferred Stock, or 50 votes per share of Preferred Stock. At the close of business on the record date,
33,660,882
shares of common stock were outstanding and entitled to vote as well as 188
,563
shares of Series A Preferred Stock outstanding entitled to vote an additional 9
,428,150
shares for a total of 43
,089,032
shares entitled to vote at the Annual Meeting.
You are urged to complete, sign and date the enclosed proxy card and return it as soon as possible by mail in the enclosed pre-addressed envelope.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by Timothy A. Timmins, our Principal Accounting and Financial Officer. He will also determine whether a quorum is present. In the event of any abstentions or broker non-votes with respect to any proposal coming before the Annual Meeting, the proxy will be counted as present for purposes of determining the existence of a quorum. Abstentions and broker non-votes typically will not be counted for purposes of approving any of the matters to be acted upon at the Annual Meeting. A broker non-vote generally occurs when a broker or nominee who holds shares in street name for a customer does not have authority to vote on certain non-routine matters because its customer has not provided any voting instructions on the matter. Therefore, abstentions and broker non-votes generally have no effect under Nevada law with respect to the election of directors or other matters requiring the approval of only a majority of the shares of common stock present and voting at the meeting.
Business may be transacted at the Annual Meeting if a quorum is present. A quorum is present at the Annual Meeting if holders of a majority of the shares of common stock entitled to vote are present in person or by proxy at the Annual Meeting. If you sign and return your proxy card, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote on any of the proposals listed on the proxy card.
If your shares are held in the name of a nominee, and you do not tell the nominee how to vote your shares (a “broker non-vote”), the nominee can vote them as it sees fit only on matters that are determined to be routine, and not on any other proposal. Broker non-votes will be counted as present to determine if a quorum exists but will not be counted as present and entitled to vote on any non-routine proposal.
It is important that your proxy be returned promptly and that your shares be represented. You are urged to complete, sign and date the enclosed proxy card and return it as soon as possible by mail in the enclosed pre-addressed envelope.
Solicitations and Voting of Proxies
When proxies are properly dated, executed, and returned, the shares they represent will be voted at the Annual Meeting in accordance with the instructions of the stockholders. If not otherwise instructed, the shares represented by each valid returned Proxy in the form accompanying this proxy will be voted in accordance with the recommendation of the Board of Directors with respect to each matter submitted to the stockholders for approval, and at the discretion of the proxy holders, upon such other business as may properly come before the Annual Meeting (including any proposal to adjourn the Annual Meeting) and any adjournment thereof. The matters described in this Proxy Statement are the only matters we know will be voted on at the Annual Meeting. If other matters are properly presented at the Annual Meeting, the proxyholders will vote your shares in accordance with the recommendations of management.
Please follow the instructions on the enclosed Proxy card to vote on each proposal to be considered at the Annual Meeting. If you sign and date the proxy card and mail it back to us in the enclosed envelope, the proxyholders named on the proxy card will vote your shares as you instruct. If you sign and return the Proxy card but do not vote on a proposal, the proxyholders will vote your shares “for” such proposal or, in the case of the election of directors, vote “for” election to the Board of Directors of all the nominees presented by the Board of Directors.
Revocability of Proxies
Any person signing a Proxy in the form accompanying this Proxy Statement has the power to revoke it prior to the Annual Meeting or at the Annual Meeting prior to the vote pursuant to the proxy. A Proxy may be revoked (i) by a writing delivered as detailed below stating that the proxy is revoked, (ii) by a subsequent Proxy that is signed by the person who signed the earlier proxy and is presented at the Annual Meeting, or (iii) by attendance at the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy). Please note, however, that if a stockholder’s shares are held of record by a broker, bank or other nominee and that stockholder wishes to vote at the Annual Meeting, the stockholder must bring to the Annual Meeting a letter from the broker, bank or other nominee confirming that stockholder’s beneficial ownership of the shares. Any written notice of revocation or subsequent proxy should be delivered to Entia Biosciences, Inc., Attention: Board of Directors,
13565 SW Tualatin-Sherwood Road
, Suite 800, Sherwood, Oregon 97140
,
or hand-delivered to the Chairman of the Board of Entia Biosciences, Inc. at or before the taking of the vote at the Annual Meeting.
Expenses of Solicitation
We will bear the entire cost of solicitation, including the preparation, assembly, printing, and mailing of this proxy statement, the proxy and any additional solicitation materials furnished to you. We will reimburse our transfer agent for its out-of-pocket expenses. We may also reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding voting information to the beneficial owners. We estimate that all of the foregoing costs will approximate $2,000. In addition to sending you these materials, some of our employees may contact you by telephone, by mail, or in person. We will not pay our employees additional compensation for contacting you.
Delivery of Proxy Material to Security Holders Sharing an Address
We will only deliver one set of proxy material to multiple stockholders sharing an address, unless we have received contrary instructions from one or more of the stockholders. We will promptly deliver a separate copy of this Proxy Statement and future stockholder communication documents to any stockholder at a shared address to which a single copy of this Proxy Statement was delivered, or deliver a single copy of this Information Statement and future stockholder communication documents to any stockholder or stockholders sharing an address to which multiple copies are now delivered, upon written or oral request to the following address:
Entia Biosciences, Inc.
13565 SW Tualatin-Sherwood Road, Suite 800
Sherwood, Oregon, 97140
Telephone (971) 228-0709
Stockholders may also address future requests regarding delivery of proxy material by contacting us at the address listed above.
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors
Our business is managed under the direction of our Board of Directors. The Board of Directors has designated as nominees for re-election all three directors currently serving on the Board as well as current officers. See “Nominees for Director” below for profiles of the nominees. After the election of the directors at the Annual Meeting, our Board will have three directors.
The Board believes that re-electing these incumbent directors will promote stability and continuity and expects that such directors will continue making substantial contributions to our company by virtue of their familiarity with, and insight into, our affairs accumulated during their tenure.
All of the nominees have indicated a willingness to continue serving as directors if elected, but if any of them should decline or be unable to act as a director, the proxy holders will vote for the election of another person or persons as the Board of Directors recommends. We have no reason to believe that any nominee will be unavailable.
Nominees to the Board
The director nominees, and their ages as of the date of the Annual Meeting, their positions at Entia Biosciences, and the period during which they have served as a director are set forth in the following table and paragraphs:
|
Name
|
|
Age
|
|
Position
|
|
Served as Director Since
|
|
|
Marvin S. Hausman MD
|
|
76
|
|
Chairman
|
|
|
2008
|
|
|
Carl J. Johnson
|
|
68
|
|
Director
|
|
|
2015
|
|
|
Elliot L. Shelton Esq.
|
|
68
|
|
Director
|
|
|
2008
|
|
Directors and Executive Officers
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
|
|
Marvin S. Hausman, MD
|
|
76
|
|
Chairman since August 28, 2008, Chief Science and Technology Officer since October 1, 2015.
|
|
|
|
|
|
|
|
Elliot L. Shelton, Esq.
|
|
68
|
|
Secretary, Director since August 28, 2008.
|
|
|
|
|
|
|
|
Carl J. Johnson
|
|
68
|
|
President and Chief Executive Officer and Director August 22, 2015
|
|
|
|
|
|
|
|
Timothy A. Timmins
|
|
60
|
|
Executive Vice President, Chief Operating and Financial Officer since October 1, 2015.
|
Biography of Marvin S. Hausman M.D., Chairman and Chief Science and Technology Officer
Dr. Hausman received his M.D. degree from New York University School of Medicine in 1967 and is a Board-Certified Urological Surgeon. He has over 30 years of drug development and clinical care experience at various pharmaceutical companies, including working in conjunction with Bristol-Myers International, Mead-Johnson Pharmaceutical Co., and E.R. Squibb.
Dr. Hausman served on the board of directors of OXIS International, Inc. from March 2002 to November 2003. Subsequently, Dr. Hausman was re-appointed to the board of directors of OXIS in August 2004. On December 10, 2004, the board of directors appointed Marvin S. Hausman, M.D. to serve as Chairman of the Board, Acting Chief Executive Officer and Acting Chief Financial Officer of OXIS. In February 2005, Dr. Hausman ceased to be the Chief Executive Officer of OXIS. In September 2006, Dr. Hausman was again appointed to serve as President and Chief Executive Officer by the board of directors of OXIS. In June 2008, Dr. Hausman resigned as President, Chief Executive Officer, Acting Principal Accounting and Financial Officer and Chairman of the Board of OXIS International, Inc. and as a director. Dr. Hausman served as a director and as Chairman of the Board of Axonyx Inc., a biotechnology company developing drugs for Alzheimer’s disease, from 1997 until the merger of Axonyx into Torrey Pines Therapeutics in October 2006, and had served as President and Chief Executive Officer of Axonyx from 1997 until September 2003 and March 2005, respectively. Dr. Hausman was a co-founder of Medco Research Inc., a pharmaceutical biotechnology company specializing in adenosine products which was subsequently acquired by King Pharmaceuticals. He has also served as a director of Arbios Technologies, Los Angeles, CA from 2003-2005 and of Regent Assisted Living, Inc., Portland, OR, from 1996-2001.
Dr. Hausman has done residencies in General Surgery at Mt. Sinai Hospital in New York, and in Urological Surgery at U.C.L.A. Medical Center in Los Angeles. He also worked as a Research Associate at the National Institutes of Health, Bethesda, Maryland. He has been a Lecturer, Clinical Instructor and Attending Surgeon at the U.C.L.A. Medical Center Division of Urology and Cedars-Sinai Medical Center, Los Angeles. He has been a Consultant on Clinical/ Pharmaceutical Research to various pharmaceutical companies, including Bristol-Meyers International, Mead-Johnson Pharmaceutical Company, Medco Research, Inc., and E.R. Squibb.
Dr. Hausman is President of Northwest Medical Research Partners, Inc. a firm specializing in the identification and acquisition of breakthrough pharmaceutical and nutraceutical products and which has assigned certain intellectual property to Entia in consideration for 350,000 shares of the Company’s common stock.
Dr. Hausman’s experience as a medical doctor who also has extensive experience with pharmaceutical and biotechnology companies, both as an executive and as a director, served as a basis for his qualification to be a member of our board of directors.
Biography of Elliot L. Shelton, Director
Mr. Shelton has served on our board of directors since August 2008. Mr. Shelton received his law degree from Pepperdine University in 1975 and from 1975 until the present has practiced law in the State of California. He has been Of Counsel, from September 1998 to date, to Fenigstein and Kaufman, a Professional Corporation, and the President of Elliot L. Shelton, a Professional Corporation. From 1999 to the present, he has been President and Director of the Assisted Living Foundation of America, a non-profit corporation. Mr. Shelton has worked as a partner in several law firms, including Mitchell, Silberberg & Knupp; Shea & Gould and, Gold; Marks, Ring & Pepper. Mr. Shelton’s experience as an attorney with a corporate related practice served as the basis for his appointment as a director of our company.
Biography of Carl J. Johnson, President, Chief Executive Officer and Director
Mr. Johnson
joined Entia Biosciences on August 12, 2015. Mr. Johnson served as President and Chief Executive Officer and as a member of the Board of Directors of Matrixx Initiatives, Inc., a marketer of over-the-counter (“OTC”) healthcare products, from July 2001 until his retirement in October 2008, and again as a member of the Board of Directors of Matrixx Initiatives from February 2011 to February 2014. Previously, from 1993 to 2001, Mr. Johnson was Vice President, Commercial Development with Perrigo Company, a leading manufacturer of OTC pharmaceutical and nutritional products for the store brand market. In that capacity, he was responsible for the procurement of new products and technologies and contract manufacturing services with emphasis on Abbreviated New Drug Applications (ANDA) products. Mr. Johnson worked at Johnson & Johnson from 1973 to 1989, where he held a number of high-level marketing and sales positions, including responsibility for the national launch of the Acuvue
®
disposable contact lens product. Mr. Johnson provided marketing leadership for a special team tasked to re-engineer Johnson & Johnson’s Consumer Sector sales, administrative and operational functions. He also held the position of Director of Marketing for Johnson & Johnson Baby Products Company. Prior to joining Johnson & Johnson, he was an Account Executive at Compton Advertising, servicing Procter & Gamble business. Mr. Johnson earned a Masters of Business Administration — Marketing from the Fairleigh Dickinson University and a Bachelor’s of Science in Economics from Wagner College. Mr. Johnson is a member of the Board of Directors of Prestige Brands Holdings, Inc. Previously, he was a member of the Board of Directors of Scolr Pharma, Inc. from 2010 to 2013 and Chairman from 2011 to 2013. Mr. Johnson has previously served on the Board of the Consumer Healthcare Products Association and been a member of the Generic Pharmaceutical Association.
Biography of Timothy A. Timmins, Executive Vice President, Chief Operating and Financial Officer
Mr. Timmins joined the Company in October of 2015 and serves as Executive Vice President and Chief Operating and Financial Officer. From 2005 to 2015, he operated a consulting practice, providing strategic planning and turnaround services while frequently serving in operating positions with his client companies. From 2013 to 2014, he served as President, Chief Operating Officer and member of the Board of Directors of BioModeling Solutions, Inc. From 1993 to 2005, Mr. Timmins served in a number of capacities, including President, Chief Executive Officer and Director with Metro One Telecommunications, Inc. From 1986 to 1993, he held a number of corporate finance positions with Kemper Securities, an investment banking firm, ultimately Senior Vice President. Mr. Timmins is a Certified Public Accountant (retired) and is a named inventor in 25 separate telecommunications patents. He holds a Bachelor of Science degree in Business Administration from Portland State University and a Masters of Business Administration degree from the University of Southern California.
Our directors, executive officers and control persons have not been involved in any of the following events during the past ten years:
|
|
1.
|
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
|
|
|
|
|
|
|
2.
|
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
|
|
|
|
|
3.
|
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
|
|
|
|
|
|
|
4.
|
being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
|
Transactions with Related Parties
Entia entered into the following transactions involving the lesser of $120,000 or $6,596 (1% of the average of our total assets at year end for the last two completed fiscal years) since the beginning of our last fiscal year ending December 31, 2016 with our officers and directors or other related party.
On February 18, 2016, we borrowed $10,000 from Marvin Hausman, our Chief Science and Technology Officer and our Chairman, by executing an 10.00% promissory note, due on August 31, 2017.
On May 20, 2016, we borrowed $25,000 from Carl Johnson, our President, Chief Executive Officer and Director, by executing an 8.00% convertible debenture with warrant, due May 20, 2019.
On December 5, 2016, we borrowed $10,000 from Marvin Hausman, our Chief Science and Technology Officer and our Chairman, by executing an 10.00% convertible promissory bridge note with warrant, due December 5, 2017.
Information Concerning the Board of Directors and Committees Thereof
The Board of Directors of Entia Biosciences has not constituted any audit, nominating, compensation, governance or other board committees. The functions of such committees are performed by the Board of Directors, given that we only have three directors, of which only one is an independent director.
The Board of Directors considers director nominees based on the need to fill vacancies or to expand the Board, and also considers need to fill particular roles on the Board (e.g. independent director, financial expert, etc.) and evaluate candidates in accordance with its policies regarding director qualifications, qualities and skills. The Board of Directors does not currently have a policy with regard to the consideration of any director candidates recommended by stockholders. Given that Entia Biosciences is a small development stage corporation, the Board of Directors has not deemed it timely to create board committees and develop policies with regard to stockholder nomination of director candidates.
We do not have a compensation committee; however, executive compensation issues are decided by the non-officer directors.
During
the year ended December 31, 2015, the Board of Directors met by telephone two times and also acted through unanimous written consents on a number of occasions.
Code of Ethics
We have not adopted a Code of Ethics for the Board nor any salaried employees.
Director Independence
Our Board of Directors has determined that none of our three directors are currently “independent directors” as that term is defined in Rule 4200(a)(15
)
of the Marketplace Rules of the National Association of Securities Dealers. We are not presently required to have a majority of independent directors. If we ever become a listed issuer whose securities are listed on a national securities exchange or on an automated inter-dealer quotation system of a national securities association, which has independent director requirements, we intend to comply with all applicable requirements relating to director independence.
Stockholder Communications with the Board of Directors
We have not provided a formal process related to stockholder communications with the Board of Directors. Any stockholder who desires to contact the Board of Directors or specific members of the Board may do so by writing to: The Board of Directors, Entia Biosciences, Inc.,
13565 SW Tualatin-Sherwood Road, Suite 800, Sherwood, Oregon 97140.
Compliance Under Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
Executive Compensation
The following table sets forth summary compensation information for the fiscal year ended December 31, 2016 and 2015 for our executive officers. We did not have any other executive officers during the fiscal years ended December 31, 2016 and 2015 who received compensation in excess of $100,000.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
Name and
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Compensation
|
|
|
All other
|
|
|
|
|
|
Principal
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Earnings
|
|
|
Compensation
|
|
|
|
|
|
Position
|
|
Year
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marvin
Hausman
CSO, Dir
|
|
2016
|
|
$
|
150,000
|
1
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
143,697
|
2
|
|
$
|
293,697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marvin
Hausman
CEO, Dir
|
|
2015
|
|
$
|
272,746
|
3
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
23,100
|
4
|
|
$
|
295,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Devin
Andres
VP, COO
|
|
2015
|
|
$
|
122,193
|
5
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
25,349
|
6
|
|
$
|
147,542
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carl
Johnson
Pres, CEO, Dir
|
|
2016
|
|
$
|
150,000
|
7
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
52,837
|
8
|
|
$
|
202,837
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carl
Johnson
Pres, CEO, Dir
|
|
2015
|
|
$
|
-
|
9
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
16,500
|
10
|
|
$
|
16,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy
Timmins
EVP, COO, CFO
|
|
2016
|
|
$
|
135,000
|
11
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
9,986
|
11
|
|
$
|
144,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy
Timmins
EVP, COO, CFO
|
|
2015
|
|
$
|
11,250
|
12
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
3,961
|
12
|
|
$
|
15,211
|
|
(1) All $150,000 of this salary was accrued.
(2) All other compensation was paid to Dr. Hausman as reimbursement of personally paid travel expenses for corporate purposes.
(3) Dr. Hausman’s prior employment agreement was terminated in August 2015 and replaced with a new employment agreement.
As of December 31, 2015, no salary was accrued or owed under the new employment agreement, as Dr. Hausman waived his salary for the remainder of 2015.
(4) All other compensation for 2015 was reimbursement of personally paid travel expenses for corporate purposes.
(5) $122,193 in salary was paid to Mr. Andres as compensation. Mr. Andres’ employment terminated on August 31, 2015.
(6) All other compensation for 2015 was reimbursement for personally paid travel expenses for corporate purposes.
(7) All $150,000 of this salary was accrued.
(8) All other compensation for 2016 was reimbursement of personally paid travel expenses for corporate purposes.
(9) As of December 31, 2015, no salary was accrued or owed, as Mr. Johnson waived his salary for the remainder of 2015.
(10) All other compensation for 2015 was reimbursement of personally paid travel expenses for corporate purposes.
(11) $135,000 in salary was paid to Mr. Timmins as compensation. All other compensation for 2016 was reimbursement of personally paid travel expenses for corporate purposes.
(12) $11,250 in salary was paid during 2015 in cash beginning in December 2015. All other compensation for 2015 was reimbursement of personally paid travel expenses for corporate purposes.
During 2015, we terminated Dr. Hausman’s previous employment contract and replaced it with a new one for the position of Chief Science and Technology Officer. The new agreement runs through December 31, 2016 and may be renewed for successive one-year periods. His compensation is as follows: (1) a base salary of $150,000 per year upon an effective close, or any part thereof, of the efforts to raise capital; (2) eligible to earn a cash bonus equal to 90% and up to 150% of the current year base salary; and (3) within 30 days of the execution of the agreement, 200,000 shares of Common Stock, which had been deferred, pending study by the Board of Directors.
Effective August 12, 2015, we entered into an employment agreement with Carl J. Johnson, our named President and Chief Executive Officer. The agreement runs through December 31, 2016 and may be renewed for successive one-year periods. His compensation is as follows: (1) a base salary of $150,000 per year upon an effective close, or any part thereof, of the efforts to raise capital; (2) eligible to earn a cash bonus equal to 90% and up to 150% of the current year base salary; and (3) within 30 days of the execution of the agreement, 300,000 shares of Common Stock, which had been deferred, pending study by the Board of Directors.
Effective October 1, 2015, we entered into an employment agreement with Timothy A. Timmins, our named Executive Vice President and Chief Operating and Financial Officer. The agreement runs through December 31, 2016 and may be renewed for successive one-year periods. His compensation is as follows: (1) a base salary of $135,000 per year upon an effective close, or any part thereof, of the efforts to raise capital; (2) eligible to earn a cash bonus equal to 90% and up to 150% of the current year base salary; and (3) within 30 days of the execution of the agreement, 250,000 shares of Entia common stock, which had been deferred, pending study by the Board of Directors.
We do not maintain key-man life insurance for any our executive officers/directors. We do not have any long-term compensation plans.
Stock Option Grants
Outstanding Equity Awards at Fiscal Year-Ending December 31, 2016:
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Options Awards
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Stock Awards
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Name
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Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
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|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
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Equity
Incentive
Plan Awards
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
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Option
Exercise
Price$
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Option
Expiration
Date
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Number of
Shares or
Units
Stock
That Have
Not Vested
|
|
Market
Value
of Shares
Or Units that
Have Not Vested (#)
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|
Equity
Incentive
Plan
Awards:
Number of
Unearned Shares,
Units or
Other Rights
That Have
Not Vested (#)
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|
Equity
Incentive
Plan
Awards: Market
or Payout Value
of Unearned
Shares, Units,
Or Other Rights
That Have Not
Vested ($)
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(a)
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(b)
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(c)
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(d)
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(e)
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(f)
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(g)
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(h)
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(i)
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(j)
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Dr. Marvin S. Hausman
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138,900
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-
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-
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$
|
0.40
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10/27/2029
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-
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-
|
|
|
|
-
|
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|
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-
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Dr. Marvin S. Hausman
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200,000
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-
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-
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$
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0.40
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6/20/2028
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-
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|
|
-
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|
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-
|
|
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-
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|
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Dr. Marvin S Hausman
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175,000
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-
|
|
|
|
-
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|
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$
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0.40
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|
9/28/2026
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|
|
|
-
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|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Potential Payments Upon Termination or Change in Control
Marvin S. Hausman, M.D.
Pursuant to his employment agreement dated October 1, 2015, Dr. Hausman would receive the following compensation following his resignation, retirement or other termination of employment or following a change in control:
Upon termination for “Cause,” all future compensation due to Dr. Hausman under his agreement will cease.
Upon termination by the employer without cause or for good reason or because of a change of control, the company will pay Dr. Hausman a lump sum payment of 200% of his base salary plus the average of the annual incentive bonuses paid to him for the prior two years or, if not applicable, a bonus equivalent to one-half of his base salary.
Carl J. Johnson
Pursuant to his employment agreement dated August 12, 2015, Mr. Johnson would receive the following compensation following his resignation, retirement or other termination of employment or following a change in control:
Upon termination for “Cause,” all future compensation due to Mr. Johnson under his agreement will cease.
Upon termination by the employer without cause or for good reason or because of a change of control, the company will pay Mr. Johnson a lump sum payment of 200% of his base salary plus the average of the annual incentive bonuses paid to him for the prior two years or, if not applicable, a bonus equivalent to one-half of his base salary.
Timothy A. Timmins
Pursuant to his employment agreement dated October 1, 2015, Mr. Timmins would receive the following compensation following his resignation, retirement or other termination of employment or following a change in control:
Upon termination for “Cause,” all future compensation due to Mr. Timmins under his agreement will cease.
Upon termination by the employer without cause or for good reason or because of a change of control, the company will pay Mr. Timmins a lump sum payment of 200% of his base salary plus the average of the annual incentive bonuses paid to him for the prior two years or, if not applicable, a bonus equivalent to one-half of his base salary.
We have not entered into any other compensatory plans or arrangements with respect to our named executive officers, which would in any way result in payments to such officer because of his resignation, retirement, or other termination of employment with us or our subsidiaries.
Director Compensation
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Non-Equity
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Fees earned
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Incentive
|
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All
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or Paid in
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Stock
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Option
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Plan
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Other
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Cash
|
|
Awards
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Awards
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Compensation
|
|
Compensation
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Total
|
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|
Name
|
|
Year
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($)
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($)
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|
($)
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|
($)
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|
($)
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|
($)
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|
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|
|
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|
|
|
|
|
|
|
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Elliot Shelton
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|
2016
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
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|
Elliot Shelton
|
|
2015
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Philip Sobol
|
|
2015
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
We did not pay our directors any cash compensation during fiscal years ending December 31, 2016 and 2015.
Vote Required
The holders of our Common Stock are entitled to one vote per share equal to the number of shares held by such person at the close of business on the record date. Preferred Stock holders are entitled to a number of votes per share equal to the number of shares of Common Stock issuable upon conversion of the Preferred Stock, currently, 50 shares of Common Stock per share of Preferred Stock, or fifty votes per share of Preferred Stock. As there is no cumulative voting, each stockholder shall cast all of his/her votes for each nominee of his/her choice or withhold votes from any or all nominees. Unless a stockholder requests that voting of the proxy be withheld for any one or more of the nominees for directors by so directing on the proxy card, the shares represented by the accompanying proxy will be voted FOR election, as directors, of the above-mentioned five nominees. If any nominee becomes unavailable for any reason (which event is not anticipated) to serve as a director at the time of the Annual Meeting, then the shares represented by such proxy may be voted for such other person as may be determined by the holders of such proxy. Directors will be elected at the Annual Meeting by a plurality of the votes cast. Directors are to be elected to hold office until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier resignation or removal.
OUR BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” AND SOLICITS PROXIES IN FAVOR OF THE NOMINEES LISTED ABOVE (ITEM 1 ON THE ENCLOSED PROXY CARD).
