Document

DEF 14A 1 selectabiosciences_def14a-.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


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☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to § 240.14a-12

SELECTA BIOSCIENCES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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SELECTA BIOSCIENCES, INC.

65 Grove Street

Watertown, Massachusetts 02472

To Our Stockholders:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Selecta Biosciences, Inc. (the “Company”) to be held on Friday, June 18, 2021 at 10:00 a.m., Eastern Time. We are very pleased that our Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/SELB2021. You will also be able to vote your shares electronically at the Annual Meeting.

We will be using the latest technology to increase access, to improve communication and to obtain cost savings for our stockholders and the Company. Use of a virtual meeting will enable increased stockholder attendance and participation as stockholders can participate from any location.

The Notice of Annual Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Details regarding how to attend the meeting online and the business to be conducted at the Annual Meeting are more fully described in the Notice of Annual Meeting of Stockholders and Proxy Statement. Please see the section called “Who Can Attend the 2021 Annual Meeting?” on page 3 of the Proxy Statement for more information.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to attend the online Annual Meeting, you will be able to vote your shares electronically, even if you have previously submitted your proxy.

On behalf of the Board of Directors, thank you for your continued support and investment in Selecta Biosciences, Inc.


						Sincerely,

April 29, 2021						/s/ Carsten Brunn, Ph.D.
						Carsten Brunn, Ph.D.
						President and Chief Executive Officer, and Director

Table of Contents


			Page
Notice of Annual Meeting of Stockholders			1
Proxy Statement			2
Questions and Answers About the 2021 Annual Meeting of Stockholders			4
Proposal No. 1			7
Proposal No. 2			11
Report of the Audit Committee of the Board of Directors			12
Independent Registered Public Accounting Firm Fees and Other Matters			13
Executive Officers			14
Corporate Governance			15
Executive and Director Compensation			21
Security Ownership of Certain Beneficial Owners and Management			27
Certain Relationships and Related Person Transactions			29
Stockholders’ Proposals			31
Other Matters			31
Solicitation of Proxies			31
Selecta Biosciences, Inc.’s Annual Report on Form 10-K			32




			By order of the Board of Directors,

			/s/ Carsten Brunn, Ph.D.
			Carsten Brunn, Ph.D.
			President and Chief Executive Officer, Director

			Watertown, Massachusetts
			April 29, 2021


Proposal	Votes required	Effect of Votes Withheld/Abstentions and Broker Non-Votes
Proposal 1: Election of Directors	The plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors.	Votes withheld and broker non-votes will have no effect.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively.	Abstentions will have no effect. We do not expect any broker non-votes on this proposal.


			THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF SELECTA BIOSCIENCES, INC.
			Timothy C. Barabe (Chair)
			Carrie S. Cox
			Patrick Zenner


Fee Category	2020		2019
Audit Fees(1)	$	1,067,199	$	824,313

Tax Fees(2)	88,200		20,000
All Other Fees(3)	1,985		4,255
Total Fees	$	1,157,384	$	848,568


Name and principal position	Year	Salary ($)(1)	Bonus ($)	Option awards ($)(2)	Non-equity incentive plan compensation ($)(3)	All other compensation ($)(4)	Total ($)
Carsten Brunn, Ph.D.	2020	550,000	50,000	1,178,324	316,250	773	2,095,347
President and Chief Executive Officer	2019	550,000	—	1,043,972	275,000	117,523	1,986,495
Bradford D. Dahms	2020	370,577	25,000	323,644	172,500	67,635	959,356
Chief Financial Officer	2019	113,077	50,000	499,753	60,000	45,774	768,604
Peter G. Traber, M.D.	2020	177,692	75,000	1,174,027	84,333	1,805	1,512,857
Chief Medical Officer


	Option Awards						Stock Awards
Name	Grant date	Vesting Commencement Date (1)	Number of securities underlying unexercised options (#) exercisable (2)	Number of securities underlying unexercised options (#) unexercisable (2)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($) (3)
Carsten Brunn, Ph.D.	7/1/2020	7/1/2020	—	75,000	2.84	6/30/2030
	1/2/2020	1/2/2020	—	600,000	2.30	1/1/2030
	10/7/2019	10/7/2019	200,000	200,000	1.75	10/6/2029
	2/25/2019	2/25/2019	151,251	178,749	2.20	2/24/2029
	12/1/2018	12/1/2018	500,007	499,993	6.03	11/30/2028
	12/1/2018	12/1/2018	—	—	—		87,500	(4)	265,125
Bradford D. Dahms	7/1/2020	7/1/2020	—	40,000	2.84	6/30/2030
	1/2/2020	1/2/2020	—	140,000	2.30	1/1/2030
	9/3/2019	9/3/2019	125,002	274,998	1.70	9/2/2029
Peter G. Traber, M.D.	8/1/2020	8/1/2020	—	650,000	2.38	7/31/2030


Name	Fees earned or paid in cash ($)(2)	Option awards ($)(3)	Total ($)
Göran Ando, M.D.	31,561	79,766	111,327
Timothy C. Barabe	55,000	42,134	97,134
Carrie S. Cox	83,500	63,202	146,702
Scott D. Myers	56,000	42,134	98,134
Amir Nashat, Ph.D.(1)	12,556	—	12,556
Aymeric Sallin	46,000	42,134	88,134
Timothy Springer, Ph.D.	57,000	42,134	99,134
Patrick Zenner	55,500	42,134	97,634


Name						Options outstanding at fiscal year end
Göran Ando, M.D.						40,000
Timothy C. Barabe						56,738
Carrie S. Cox						50,000
Scott D. Myers						40,000
Amir Nashat, Ph.D.(1)						—
Aymeric Sallin						46,410
Timothy Springer, Ph.D.						46,410
Patrick Zenner						52,820


	Number of securities					Number of securities
	to be issued upon		Weighted-average			remaining available for
	exercise of outstanding		exercise price of			future issuance under
	stock options, warrants		outstanding options,			equity compensation
Plan category	and rights		warrants and rights(1)			plans (2)
	(a)		(b)			(c)
Equity compensation plans approved by security holders (3)	6,233,582	(4)	$	3.98	(5)	3,558,041	(6)
Equity compensation plans not approved by security holders (7)	1,629,167	(8)	$	4.32		1,358,333
Total	7,862,749		$	4.05		4,916,374


Name of beneficial owner	Number of shares beneficially owned	Percentage of shares beneficially owned
5% Stockholders
Entities affiliated with Timothy A. Springer, Ph.D. (1)	23,936,974	20.8	%

Entities affiliated with EcoR1 (2)	6,543,251	5.7	%


Named Executive Officers, Directors and Nominees
Carsten Brunn, Ph.D. (3)	1,347,779	1.2	%
Bradford D. Dahms (4)	224,589	*
Peter G. Traber, M.D. (5)	60,000	*

Carrie S. Cox (6)	139,076	*
Göran Ando, M.D. (7)	14,444	*
Timothy C. Barabe (8)	237,751	*
Scott D. Myers (9)	133,882	*
Aymeric Sallin (10)	46,410	*
Timothy A. Springer, Ph.D. (1)	23,956,974	20.8	%
Patrick Zenner (11)	108,068	*

All executive officers, directors and director nominees as a group (13 persons) (12)	27,164,460	24.0	%


			GÖRAN ANDO, M.D.			Age			72


			CARRIE S. COX			Age			64


			AYMERIC SALLIN			Age			47


			SCOTT D. MYERS			Age			55


*			Represents beneficial ownership of less than one percent of our outstanding Common Stock.


Name	Shares of Common Stock Purchased	Total Purchase Price
5% Stockholders(1)
Timothy A. Springer, Ph.D.	4,000,000	$6,000,000.00
Entities affiliated with NanoDimension	1,666,666	$2,499,999.00
Entities affiliated with OrbiMed Advisors (former 5% stockholder)	1,333,333	$2,000,000.00
Entities affiliated with Polaris (former 5% stockholder)	666,666	$999,999.00

Directors and Affiliates
SAF-BND Trust (affiliate of Omid Farokhzad, M.D., a former member of our Board of Directors)	83,333	$125,000.00
Chafen Lu (Timothy Springer's wife)	66,666	$99,999.00
Jed Springer (Timothy Springer's brother)	1,000	$1,500.00


Name	Shares of Common Stock Purchased	Common Warrants to be Purchased	Pre-Funded Warrants Purchased	Total Purchase Price
5% Stockholders(1)
Entities affiliated with Vivo Capital (former 5% stockholder)	8,078,233	8,210,180	8,342,128	$25,000,000.00
Entities affiliated with Mangrove (former 5% stockholder)	5,254,516	2,627,258	—	$8,000,000.00
Entities affiliated with EcoR1 Capital, LLC (former 5% stockholder)	4,597,701	2,298,850	—	$7,000,000.00
TAS Partners, LLC (affiliate of Timothy A. Springer, Ph.D.)	3,940,887	1,970,443	—	$6,000,000.00
Entities affiliated with Boxer Capital (former 5% stockholder)	3,284,072	1,642,036	—	$5,000,000.00
Entities affiliated with Biotechnology Value Fund, L.P. (former 5% stockholder)	3,284,072	1,642,036	—	$5,000,000.00
Entities affiliated with Wasatch (former 5% stockholder)	2,298,851	1,149,425	—	$3,500,000.00
Entities affiliated with NanoDimension	1,313,629	656,814	—	$2,000,000.00

Executive Officers, Directors and Affiliates
Carrie S. Cox	65,681	32,840	—	$99,999.00
Timothy Barabe	65,681	32,840	—	$99,999.00
Scott Myers	39,409	19,704	—	$60,000.00

SEC Form DEF 14A filed by Selecta Biosciences, Inc.