Executive Compensation & Team Composition

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Executive Compensation & Team Composition: Attracting and Retaining the Best and Brightest to Your Team

LIFE SCIENCES EDITION Today’s Bryan Pearce Moderator Global Leader EY Entrepreneur Of The Year™ and Venture Capital

Presented by Park Square, WilmerHale and EY www.compstudy.com | 2 Today’s Presenters

Martha Cook Josh Fox Timothy Noyes EY WilmerHale Proteon Therapeutics Americas Human Capital IPO & Partner President & Chief Executive Southeast Human Capital Officer Practice Leader

Bruce Rychlik Noam Wasserman Park Square Harvard Business School Managing Partner Associate Professor U of Southern California Visiting Professor

Presented by Park Square, WilmerHale and EY www.compstudy.com | 3 Today’s Intro/CompStudy Overview Agenda Current Founder’s Dilemmas Research

Team Composition

Key Roles • Chief Executive Officer • Chief Scientific Officer • Chief Business Officer • Chief Financial Officer • Outside Director & Advisors

Attraction & Retention Tools

Presented by Park Square, WilmerHale and EY www.compstudy.com | 4 CompStudy Each year, CompStudy collects and reports data on equity and salary compensation for Technology and Life Sciences executives at private, Overview venture-backed companies. Participants in the annual survey receive free, year-long access to the reports.

Presented by Park Square, WilmerHale and EY www.compstudy.com | 5 CompStudy Data collected in Technology Survey Overview every survey includes: Annual Responses  Cash compensation & equity

 Founding team 2015 900 1,800  Financing history  Company size All Time Responses  Products/revenue 25,000+ executives  Equity programs  Executive backgrounds Life Sciences Survey Annual Responses  Board of directors

2002 All Time Responses 10,000+ executives 500 700

Presented by Park Square, WilmerHale and EY www.compstudy.com | 6 2015 Survey – Company Profiles

Institutional Rounds Raised Headcount Business Segments Respondent companies were slightly later Companies cut by headcount are % respondents in this range stage this year. 30%+ have raised more than 4 distributed approximately the same rounds vs. <25% last year as they were in the 2014 survey.

% respondents in this range % respondents in this range

Revenue Geography

% respondents in this range % respondents in this range

Presented by Park Square, WilmerHale and EY www.compstudy.com | 7

CORE DILEMMAS

Founding

Preparing Building New-Venture Yourself the Team Hiring Accelerating Exiting Y Y Y Y Y

CORE CO- HIRES INVESTORS, ALL OF THE FOUNDER FOUNDERS SUCCESSORS ABOVE Formal Titles at Time of Founding

60%

50%

40%

30%

20%

10%

0% Chair CEO CFO CTO COO VP Other Idea people Non-idea people The Founder’s Dilemmas, Figure 5.2 Early: Top-heavy Management Teams

2-founder teams 3-founder teams Top-heavy Even Pyramid

The Founder’s Dilemmas, Figure 5.1 Getting Much More Pyramidal: Employees per Executive 9.0 9.0 7.6 8.0

7.0 6.0 6.0

5.0 4.3

4.0

3.0 2.5

2.0

1.0

0.0 After A-round After B-round After C-round After D-round After E-round

The Founder’s Dilemmas, Figure 8.3 Hires with Gray Hair (% of C-level Hires with Prior Senior Experience in Role)

60.9%

56.3% 53.9% 52.7%

41.7%

Pre-funding After A-round After B-round After C-round After D-round

The Founder’s Dilemmas, Figure 8.4 Compensation Differentiation by Function (bonus/salary for nonfounders)

49%

37%

29% 29%

22% 23% 23% 19%

CEO COO CTO CFO VP-Sales VP-Eng. VP-BD VP-Mktg.

The Founder’s Dilemmas, Figure 8.6 Powerful C-Level Equity Incentives

0 CEO COO CTO CFO VP-Sales VP-Eng. VP-BD VP-Mktg. Cash comp vs. VP-Mktg. Equity stake vs. VP-Mktg.

The Founder’s Dilemmas, Figure 8.7 HIRING TRADEOFFS

Quality of Work

Burn Rate

Formalization Kaplan-Meier survival estimate 95%, pointwise confidence band shown

1 11 1.00 22 33 18 79 165 253 35 14 2 0.75 3 6 3 2 3 4 4 4 0.50 5 3 2

0.25

0.00 0 50 100 l i ti

Post-Succession Role of Replaced Founder-CEO

80% 70% VP or below 60% 50% Other C-level 40% 30% COO / Pres. 20% 10% CTO 0% Left immediately Stayed as executive

The Founder’s Dilemmas, Chapter 10 Key Roles Chief Executive CEO Officer

Chief Scientific CSO Officer

Chief Business CBO Officer

Chief Financial CFO Officer

Outside Director DIR & Advisors

Presented by Park Square, WilmerHale and EY www.compstudy.com | 19 Primary charter of the CEO role is to be CEO responsible for all strategic and tactical aspects Chief Executive of the management of the company Officer

• Founder transition

• When to hire

• Board decision

• How does role evolve as company matures

• First timer vs. experienced

Presented by Park Square, WilmerHale and EY www.compstudy.com | 20 Non-Founder CEO Pay – by Headcount CEO Chief Executive Officer

Non-Founder CEO Pay – by Rounds Raised

Presented by Park Square, WilmerHale and EY www.compstudy.com | 21 Primary charter of the CSO role is to be in CSO charge of basic scientific platform or discovery Chief Scientific efforts Officer

• When to hire

• Founder transition

• Developing underlying science vs. applying underlying science

• When to hire Chief Medical Officer

Presented by Park Square, WilmerHale and EY www.compstudy.com | 22 Non-Founder CSO Pay – by Headcount CSO Chief Scientific Officer

Non-Founder CSO Pay – by Rounds Raised

Presented by Park Square, WilmerHale and EY www.compstudy.com | 23 Primary charter of the CBO role is to be in charge CBO of the BD strategy, partnering, in- and out- Chief Business licensing, collaboration agreements, non-dilutive Officer financing, and sometimes corporate development/M&A

• When to hire

• First timer vs. documented track record

• Why are you hiring: in-license/out- license/discovery partnerships/etc.

Presented by Park Square, WilmerHale and EY www.compstudy.com | 24 Non-Founder CBO Pay – by Headcount CBO Chief Business Officer

Non-Founder CBO Pay – by Rounds Raised

Presented by Park Square, WilmerHale and EY www.compstudy.com | 25 Primary charter of the CFO role is to provide CFO fund-raising support, financial leadership, Chief Financial administrative, and operational discipline and Officer structure for the company in support of scaling operations

• When to hire

• First time vs. experienced

• Functional strength in accounting vs. transactional vs. operational

• Public company/IPO experience

Presented by Park Square, WilmerHale and EY www.compstudy.com | 26 Non-Founder CFO Pay – by Headcount CFO Chief Financial Officer

Non-Founder CFO Pay – by Rounds Raised

Presented by Park Square, WilmerHale and EY www.compstudy.com | 27 • When to bring in outsiders DIR • Transition from private to public Outside Directors • Domain expertise vs. functional expertise vs. industry contacts

• Profiles: financial, clinical, commercial

• Sitting executive vs. professional board member

• How to pay (equity vs. cash)

Presented by Park Square, WilmerHale and EY www.compstudy.com | 28 Equity granted to outside directors to join board DIR Outside Directors

% respondents in this range

Equity ranges

Presented by Park Square, WilmerHale and EY www.compstudy.com | 29 CompStudy Overview

Percentage growth in year-over-year non-founder total target cash compensation

Presented by Park Square, WilmerHale and EY www.compstudy.com | 30 Building a Sources of Talent: Winning Team • Putting the band together

• Team referrals/board referrals

• Strangers

Key Considerations:

• What are the top 4 senior roles on your team; how does that list evolve over time

• Domain expertise vs. general purpose, best athlete

• First time vs. been in role before

• Small vs. large company experience

Presented by Park Square, WilmerHale and EY www.compstudy.com | 31 Attraction & Retention Tools BASE SALARY

Equity, Bonus, Severance

Non- Financial Career Factors

Focus

Presented by Park Square, WilmerHale and EY www.compstudy.com | 32 Attraction & • Equity vehicles used Retention Tools • Vesting (time based vs. performance)

Equity • Accelerated vesting/change of control • Dilution

• Annual equity grants • Offsetting existing equity holdings at time of hire

• Liquidating equity

Presented by Park Square, WilmerHale and EY www.compstudy.com | 33 Attraction & • When, if, and how to pay Retention Tools • How to structure

Bonus • Guaranteed? Considerations • Individual vs. company performance

• Annual increases

• Sign-on bonus

Presented by Park Square, WilmerHale and EY www.compstudy.com | 34 Severance Grant (Months) Attraction & Retention Tools

Severance

% Eligible for Severance

Presented by Park Square, WilmerHale and EY www.compstudy.com | 35 Recap • 1-minute recap from each panelist

Presented by Park Square, WilmerHale and EY www.compstudy.com | 36