DEF 14A 1 s46220def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. _)

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HUMANIGEN, INC.
(Name of Registrant as Specified In Its Charter)

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HUMANIGEN, INC.

830 Morris Turnpike, 4th Floor

Short Hills, NJ 07078

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 9, 2022

To the Stockholders of Humanigen, Inc.:

On behalf of our board of directors (the “Board”), you are cordially invited to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Humanigen, Inc., a Delaware corporation (the “Company”), to be held on Thursday, June 9, 2022 at 1:00 p.m. Eastern Time. To support the health and well-being of our stockholders, employees and directors, the Annual Meeting will be held in a virtual meeting format only, via live webcast on the Internet, with no physical in-person meeting. We encourage you to attend online and participate in the Annual Meeting, where you will be able to listen to the meeting live, submit questions and vote. We recommend that you log in a few minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts.

The Annual Meeting will be held for the following purposes:

To elect seven directors named in the accompanying proxy statement (Proposal 1);

To ratify the selection by the audit committee of our Board of HORNE LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022 (Proposal 2);

To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the accompanying proxy statement (Proposal 3); and

To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice. The record date for the Annual Meeting is April 11, 2022. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

	By Order of the Board of Directors

	/s/ Dr. Cameron Durrant

	Dr. Cameron Durrant
	Chairman of the Board and Chief Executive Officer

Short Hills, New Jersey

April 12, 2022

You are cordially invited to virtually attend the Annual Meeting. Whether or not you expect to virtually attend the Annual Meeting, PLEASE VOTE YOUR SHARES IN ADVANCE. You may vote your shares in advance of the Annual Meeting via the internet, by telephone or, if you receive a paper proxy card by mailing the completed proxy card. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card.

If you were a stockholder of record as of April 11, 2022, you may vote online during the Annual Meeting. If, on April 11, 2022, your shares of our common stock were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, you are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may vote your shares online during the Annual Meeting only by following the instructions from such organization and after obtaining a valid proxy from your broker, bank or other agent, and you may not ask questions or make comments at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON JUNE 9, 2022

Our proxy statement and Annual Report on Form 10-K for the year ended December 31, 2021 are available free of charge at www.proxyvote.com. On or about April 25, 2022, we expect to mail to certain stockholders a Notice of Internet Availability of Proxy Materials that contains notice of the Annual Meeting and instructions on how to access our proxy materials on the internet and how to vote at the Annual Meeting.

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	1

PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS	5

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	6
Why did I receive a notice regarding the availability of proxy materials on the internet?	6
How do I attend, participate in, and ask questions during the virtual Annual Meeting?	6
Who can vote at the Annual Meeting?	7
Stockholder of Record: Shares Registered in Your Name	7
Beneficial Owner: Shares Registered in the Name of a Broker or Bank	7
What am I voting on?	7
What if another matter is properly brought before the Annual Meeting?	7
How do I vote?	7
Can I change my vote after submitting my proxy?	8
If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?	8
If I am a beneficial owner of shares held in “street name” and I do not provide my broker, bank or other agent with voting instructions, what happens?	9
What are “broker non-votes”?	9
How are votes counted?	9
How many votes are needed to approve each proposal?	9
What is the quorum requirement?	9
How can I examine a list of stockholders?	10
When are stockholder proposals and director nominations due for next year’s annual meeting?	10
Who is paying for this proxy solicitation?	10
What is “householding”?	10

PROPOSAL 1 ELECTION OF DIRECTORS	11
General	11
Nominees for Reelection as Directors at the Annual Meeting	11

INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE	14
Director Independence	14
Board Leadership Structure	14
Role of the Board of Directors in Risk Oversight	14
Meetings of the Board of Directors and its Committees	14
Committees of the Board of Directors	14
Audit Committee	15
Compensation Committee	16
Nominating and Corporate Governance Committee	16
Process for Recommending and Nominating Candidates for Election to the Board	16
Stockholder Communications with our Board	17
Code of Ethics	17

Proposal 2 Ratification of HORNE LLP as our Independent Registered Public Accounting Firm	18
Independent Registered Public Accounting Firm’s Fees	18
Pre-Approval Policies and Procedures	18

PROPOSAL 3 Advisory Vote on Executive Compensation	19


AUDIT COMMITTEE REPORT	20

Executive Compensation	21
Summary Compensation Table	21
Narrative to Summary Compensation Table	21
Outstanding Equity Awards at 2021 Fiscal Year End	24
Retirement Benefits	25
Employee, Officer and Director Hedging	25
2020 Omnibus Incentive Compensation Plan	25
Equity Compensation Plan Information	27
Director Compensation	28

Security Ownership of Certain Beneficial Owners and Management	29
Security Ownership Information	29
Delinquent Section 16(a) Reports	31

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	32

Name	Age	Principal Occupation	Director Since
Cameron Durrant, M.D., MBA	61	Chairman and Chief Executive Officer, Humanigen, Inc.	2016
Ronald Barliant, JD	76	Of Counsel, Goldberg Kohn, Ltd.	2016
Rainer Boehm, M.D., MBA	62	Former Chief Commercial and Medical Officer and interim Chief Executive Officer at Novartis Pharmaceuticals	2018
Cheryl Buxton, MSc.	62	Former Vice Chairman, Global Sector Leader, Pharmaceuticals, Korn Ferry International	2019
Dale Chappell, M.D., MBA	51	Chief Scientific Officer, Humanigen, Inc.	2021
John Hohneker, M.D.	62	Former President and Chief Executive Officer of Anokion SA	2021
Kevin Xie, Ph.D.	51	Chief Financial Officer, Gracell Biotechnologies	2021

Name	Audit	Compensation	Nominating and Corporate Governance
Dr. Cameron Durrant	—	—	—
Ronald Barliant	—	—	X
Dr. Rainer Boehm	X	—	C
Cheryl Buxton	X	C	—
Dr. Dale Chappell	—	—	—
Dr. John Hohneker	—	X	X
Dr. Kevin Xie	C	X	—
Total Meetings in 2021	4	2	—⁽¹⁾

	Fiscal Year Ended December 31,
	2021		2020
Audit Fees (1)	$	408,192	$	334,000
Tax Fees (2)		14,000		17,700
Total Fees	$	422,192	$	351,700

Name and Principal Position	Year	Salary ($)		Bonus ($)	Option Awards ($)⁽⁴⁾		Non-Equity Incentive Plan Compensation ($)⁽⁵⁾		All Other Compensation ($)			Total ($)
Cameron Durrant⁽¹⁾	2021		640,000	—		8,874,712		203,039		—			9,717,751
Chairman & Chief Executive Officer	2020		600,000	—		160,000		1,675,314		—			2,435,314
Timothy Morris⁽²⁾	2021		475,000	—		152,487		143,983		5,800	(6)		777,270
Chief Operating and Financial Officer	2020		197,917	—		1,150,002		88,342		38,500			1,474,761
Adrian Kilcoyne⁽³⁾	2021		296,212	—		2,006,103		92,421		—			2,394,736
Chief Medical Officer

	Option Awards

			Number of	Number of
			Securities	Securities
			Underlying	Underlying
			Unexercised	Unexercised		Option	Option
			Options	Options		Exercise	Expiration
Name			(#) Exercisable	(#) Unexercisable		Price ($)	Date
Cameron Durrant		(1)	208,604	—	$	16.90	9/12/2026
		(2)	1,463,349	—	$	3.33	3/8/2028
		(3)	28,571	—	$	4.20	1/24/2029
		(4)	63,620	—	$	2.00	1/27/2030
		(5)	50,000	—	$	4.30	5/19/2030
		(6)	82,622	—	$	12.14	10/4/2030
		(7)	163,160	489,480	$	16.07	3/11/2031
		(8)	—	76,000	$	3.72	12/30/2031
Timothy Morris		(9)	20,000	—	$	16.90	9/12/2026
		(10)	17,647	—	$	3.33	3/8/2028
		(11)	143,175	—	$	3.33	3/8/2028
		(12)	63,049	88,267	$	9.65	9/17/2030
		(13)	—	51,000	$	3.72	12/30/2031
Adrian Kilcoyne		(14)	25,833	129,167	$	14.99	4/20/2031
		(15)	—	34,500	$	3.72	12/30/2031

					Number of
					Securities
					Remaining
					Available for
					Issuance Under
	Number of		Weighted-		Equity
	Securities to be		Average		Compensation
	Issued Upon		Exercise		Plans (Excluding
	Exercise of		Price of		Securities
	Outstanding		Outstanding		Reflected in
	Options		Options		Column (a))
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by security holders⁽¹⁾		1,962,489	$	11.97	5,004,035
Equity compensation plans not approved by security holders⁽²⁾		2,467,417		4.65	—
Total		4,429,906	$	7.89	5,004,035

			Option
	Fees Earned or Paid in Cash		Awards	Total
Name	($)⁽¹⁾		($)	($)
Ronald Barliant, JD⁽²⁾		59,831	—		59,831
Rainer Boehm, M.D., MBA ⁽³⁾		67,041	—		67,041
Cheryl Buxton, MSc. ⁽⁴⁾		65,196	—		65,196
John Hohneker, M.D. ⁽⁵⁾		10,054	—		10,054
Kevin Xie, Ph.D. ⁽⁶⁾		13,282	—		13,282

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned		Percentage of Shares Beneficially Owned
5% Stockholders
Entities affiliated with Black Horse Capital LP and Dr. Chappell⁽¹⁾		12,649,814		18.0	%
Entities affiliated with Valiant Capital Partners⁽²⁾		6,888,607		9.8	%
Murchison, Ltd.⁽³⁾		4,476,884		6.4	%

Named Executive Officers and Directors
Cameron Durrant, M.D., MBA⁽⁴⁾		2,190,648		3.0	%
Timothy Morris, CPA⁽⁵⁾		260,731		*
Adrian Kilcoyne, M.D. ⁽⁶⁾		53,625		*
Ronald Barliant, JD⁽⁷⁾		308,745		*
Rainer Boehm, M.D., MBA⁽⁸⁾		185,553		*
Cheryl Buxton⁽⁹⁾		117,268		*
Dale Chappell, M.D., MBA^{(1) (10)}		12,649,814		18.0	%
John Hohneker, M.D. ⁽¹¹⁾		7,110		*
Kevin Xie, Ph.D. ⁽¹²⁾		8,246		*
All current executive officers and directors as a group (10 persons)^(1)(13)		15,826,090		21.7	%

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
	D47932-P56191	KEEP THIS PORTION FOR YOUR RECORDS
		DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

HUMANIGEN, INC.					To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.
		For All	Withhold All	For All Except
	The Board of Directors recommends you vote "FOR" the following:
		o	o	o
1.	Election of Directors

	Nominees:

	01) Cameron Durrant, M.D., MBA
	02) Ronald Barliant, JD
	03) Rainer Boehm, M.D., MBA
	04) Cheryl Buxton, MSc
	05) Dale Chappell, M.D., MBA
	06) John Hohneker, M.D.
	07) Kevin Xie, Ph.D.

The Board of Directors recommends you vote "FOR" proposals 2 and 3.		For	Against	Abstain

2.	Ratification of the selection by the audit committee of our Board of HORNE LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022; and	o	o	o

3.	Approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in the proxy statement.	o	o	o


Signature [PLEASE SIGN WITHIN BOX]	Date		Signature (Joint Owners)	Date