DEF 14A 1 r416214def14a.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.

533 Airport Boulevard, Suite 400

Burlingame, California 94010

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 17, 2021

To the Stockholders of Humanigen, Inc.:

On behalf of our board of directors (the “Board”), you are cordially invited to attend the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Humanigen, Inc., a Delaware corporation (the “Company”), to be held on Thursday, June 17, 2021 at 12:00 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 five 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, 2021 (Proposal 2);

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

To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of our named executive officers (Proposal 4); 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 21, 2021. 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

Burlingame, California

April 23, 2021

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 21, 2021, you may vote online during the Annual Meeting. If, on April 21, 2021, 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 17, 2021

Our proxy statement and Annual Report on Form 10-K for the year ended December 31, 2020 are available free of charge at www.proxyvote.com. On or about April 23, 2021, 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 2021 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?	8
How do I vote?	8
Can I change my vote after submitting my proxy?	9
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?	9
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?	10
What are “broker non-votes”?	10
How are votes counted?	10
How many votes are needed to approve each proposal?	10
What is the quorum requirement?	11
How can I examine a list of stockholders?	11
When are stockholder proposals and director nominations due for next year’s annual meeting?	11
Who is paying for this proxy solicitation?	12
What is “householding”?	12

PROPOSAL 1 ELECTION OF DIRECTORS	13
General	13
Nominees for Reelection as Directors at the Annual Meeting	13

INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE	16
Director Independence	16
Board Leadership Structure	16
Role of the Board of Directors in Risk Oversight	16
Meetings of the Board of Directors and its Committees	16
Committees of the Board of Directors	17
Audit Committee	17
Compensation Committee	18
Nominating and Corporate Governance Committee	19
Process for Recommending and Nominating Candidates for Election to the Board	19
Stockholder Communications with our Board	20
Code of Ethics	21

Proposal 2 Ratification of HORNE LLP as our Independent Registered Public Accounting Firm	21
Independent Registered Public Accounting Firm’s Fees	21
Pre-Approval Policies and Procedures	22

PROPOSAL 3 Advisory Vote on Executive Compensation	23

Proposal 4 ADVISORY VOTE ON THE FREQUENCY OF SOLICITATION OF ADVISORY STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION	24

AUDIT COMMITTEE REPORT	25

Executive Compensation	26
Summary Compensation Table	26
Narrative to Summary Compensation Table	27
Outstanding Equity Awards at 2020 Fiscal Year End	32
Retirement Benefits	33
Employee, Officer and Director Hedging	33
2012 Equity Incentive Plan	34
2020 Omnibus Incentive Compensation Plan	34
Equity Compensation Plan Information	36
Director Compensation	37

Security Ownership of Certain Beneficial Owners and Management	39
Security Ownership Information	39
Delinquent Section 16(a) Reports	41

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	42
Advance Notes	42
Convertible Notes	42
Secured Bridge Notes	42
Consulting Arrangement with David Tousley	43

Name	Age	Principal Occupation	Director Since
Cameron Durrant, M.D., MBA	60	Chairman and Chief Executive Officer, Humanigen, Inc.	2016
Ronald Barliant, JD	75	Of Counsel, Goldberg Kohn, Ltd.	2016
Rainer Boehm, M.D., MBA	60	Former Chief Commercial and Medical Officer and interim Chief Executive Officer at Novartis Pharmaceuticals	2018
Cheryl Buxton, M.A.	61	Former Vice Chairman, Global Sector Leader, Pharmaceuticals, Korn Ferry International	2019
Dale Chappell, M.D., MBA	50	Chief Scientific Officer, Humanigen, Inc.	2021

Name	Audit	Compensation	Nominating and Corporate Governance
Dr. Cameron Durrant	—	—	—
Ronald Barliant	X	X	C
Dr. Rainer Boehm	C	X	X
Cheryl Buxton	X	C	X
Dr. Dale Chappell	—	—	—
Total Meetings in 2020	4	19	—⁽¹⁾

	Fiscal Year Ended December 31,
	2020		2019
Audit Fees (1)	$	334,000	$	180,000
Tax Fees (2)		17,700		12,000
Total Fees	$	351,700	$	192,000

Name and Principal Position	Year	Salary ($)	Bonus ($)	Option Awards ($)⁽⁵⁾	Non-Equity Incentive Plan Compensation ($)⁽⁶⁾	All Other Compensation ($)	Total ($)
Cameron Durrant⁽¹⁾	2020	600,000	—	160,000	1,675,314⁽⁷⁾	—	2,435,314
Chairman & Chief Executive Officer	2019	600,000	184,500⁽⁸⁾	—	—	—	784,500
Timothy Morris ⁽²⁾ Chief Operating and Financial Officer	2020	197,917	—	1,150,002	88,342	38,500⁽⁹⁾	1,474,761
Dale Chappell⁽³⁾ Chief Scientific Officer	2020	200,341	—	1,016,576	67,609	—	1,284,526
David Tousley ⁽⁴⁾ Former Chief Accounting and Administrative Officer, Corporate Secretary and Treasurer	2020	183,239	—	476,520	69,098	572,026⁽¹⁰⁾	1,300,883

		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)		37,500	12,500	$	4.30	5/19/2030
	(6)		82,622	—	$	12.14	10/4/2030
Timothy Morris	(7)		20,000	—	$	16.90	9/12/2026
	(8)		17,647	—	$	3.33	3/8/2028
	(9)		131,243	11,932	$	3.33	3/8/2028
	(10)		12,610	138,706	$	9.65	9/17/2030
Dale Chappell	(11)		11,147	122,613	$	9.65	9/17/2030
David Tousley ⁽¹⁵⁾	(12)		132,650	18,950	$	2.00	1/27/2030
	(13)		15,000	5,000	$	4.30	5/19/2030
	(14)		5,225	57,475	$	9.65	9/17/2030

			Option
	Fees Earned or Paid in Cash		Awards	Total
Name	($)⁽¹⁾		($)	($)
Ronald Barliant, JD⁽²⁾		56,500	—		56,500
Rainer Boehm, M.D., MBA ⁽³⁾		65,167	—		65,167
Bob Savage, MBA ⁽⁴⁾		69,000	—		69,000
Cheryl Buxton ⁽⁵⁾		54,156	—		54,156
Timothy Morris ⁽⁶⁾		38,500	—		38,500

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⁾		13,948,584		23.8	%
Nomis Bay LTD⁽²⁾		5,342,887		9.1	%
Entities affiliated with Valiant Capital Partners⁽³⁾		7,074,220		12.1	%

Named Executive Officers and Directors
Cameron Durrant, M.D., MBA⁽⁴⁾		2,008,207		3.3	%
Dale Chappell, M.D., MBA^{(1) (5)}		13,948,584		23.8	%
Timothy Morris, CPA⁽⁶⁾		206,041		*
Ronald Barliant, JD⁽⁷⁾		304,582		*
Rainer Boehm, M.D., MBA⁽⁸⁾		180,436		*
Cheryl Buxton⁽⁹⁾		64,020		*
David Tousley⁽¹⁰⁾		7,725		*
All current executive officers and directors as a group (8 persons)^(1)(11)		16,726,570		27.3	%

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, M.A.
	05) Dale Chappell, M.D., MBA

The Board of Directors recommends you vote "FOR" proposals 2 and 3.			For	Againts	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, 2021;		o	o	o

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

The Board of Directors recommends you vote "1 YEAR" on the following proposal:		1 Year	2 Years	3 Years	Abstain

4.	Advisory indication of the preferred frequency of future stockholder advisory votes on the compensation of our named executive officers.	o	o	o	o


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