Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective June 1, 2018, Depomed, Inc. (the “
Company
”) entered into an offer letter (“
Offer Letter
”) with Phillip B. Donenberg pursuant to which Mr. Donenberg agreed to serve as the Company’s Chief Financial Officer and Senior Vice President effective July 16, 2018.
Mr. Donenberg, 57, has extensive experience with more than 23 years of leadership in finance, mergers and acquisitions and operations with most of his career focused in specialty pharmaceuticals and healthcare. Most recently, he served as Chief Financial Officer and Senior Vice President for AveXis, Inc. At AveXis, Mr. Donenberg led all aspects of financial management and accounting operations, controls and reporting processes and played a key role in the recent sale of AveXis to Novartis AG for $8.7 billion. Prior to AveXis, Mr. Donenberg held Chief Financial Officer and Senior Vice President positions for the past 18 years with BioSante Pharmaceuticals, Inc., 7 Wire Ventures LLC and RestorGenex Corporation. At BioSante, he was instrumental in the company’s transformation, from start-up to NASDAQ-listed, with two FDA product approvals, $200+ million in capital raised, successful mergers and acquisitions and product licensing and finally the successful sale of the company. Mr. Donenberg serves on the Board of Directors at IR2Dx, Inc., a privately-held diagnostics company for diabetes. Mr. Donenberg holds a B.A. in accountancy from the University of Illinois and is a Certified Public Accountant.
Pursuant to the terms of the Offer Letter, Mr. Donenberg’s base salary will be $425,000, with an annual target cash bonus of 50% of his base salary (pro-rated for 2018). The Offer Letter also provides that the Company will grant Mr. Donenberg (i) 87,163 restricted stock units (“
RSUs
”) which vest equally annually over three-years beginning on the anniversary of the employment commencement date and (ii) 87,163 performance stock units (“
PSUs
”) which vest in equal installments over three years with a one year cliff based on
the relative total shareholder return (“
TSR
”) of the Company’s common stock against the Russell 3000 Pharmaceuticals Total Return Index over the period. The number of PSUs earned may range from 0% to 200% of the target amount. Mr. Donenberg will also enter into the Company’s standard forms of Management Continuity Agreement and Indemnification Agreement.
The foregoing descriptions of the Offer Letter and the forms of Management Continuity Agreement and Indemnification Agreement are qualified in their entirety by reference to the full text of the Offer Letter, which will be filed as an exhibit to the Company’s Form 10-Q for the six-month period ending June 30, 2018, the full text of the form of Management Continuity Agreement filed as an exhibit to the Company’s Form 10-Q filed on May 6, 2016, and the full text of the form of Indemnification Agreement filed as an exhibit to the Company’s Form 10-Q filed on November 9, 2006, respectively
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