ITEM 2.02 |
Results of Operations and Financial Condition. |
On August 7, 2024, Intra-Cellular Therapies, Inc. (the “Company”) announced its financial results for the second quarter ended June 30, 2024, and provided a corporate update.
A copy of the Company’s press release containing such announcements (the “Earnings Press Release”) is attached hereto as Exhibit 99.1. The information in the Earnings Press Release set forth under the heading “Second Quarter Financial Highlights,” together with the condensed consolidated financial information included in the Earnings Press Release, are incorporated by reference into this Item 2.02 of this Current Report on Form 8-K.
ITEM 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Sanjeev Narula as Executive Vice President, Chief Financial Officer
On August 7, 2024, the Company announced that Sanjeev Narula has been appointed by the Board of Directors of the Company (the “Board”) to serve as Executive Vice President, Chief Financial Officer and Treasurer of the Company, effective as of August 12, 2024 (the “Appointment Date”).
Sanjeev Narula, age 63, has over three decades of experience as a senior financial professional, approximately 20 years of which have been in the biopharmaceutical industry. Mr. Narula previously served as Chief Financial Officer of Viatris Inc. (Nasdaq:VTRS), from November 2020, when Mylan N.V. combined with Pfizer Inc.’s Upjohn business to form Viatris Inc., until March 2024. His responsibilities included oversight of the global finance and real estate department, which included corporate controllership, investor relations, financial planning and analysis, internal audit, shared services, real estate, tax, and treasury among others. Prior to that, Mr. Narula served as Chief Financial Officer of Pfizer’s Upjohn division beginning in January 2019, with responsibility for oversight of finance, procurement and business technology for all functions of the business. From January 2014 to January 2019, Mr. Narula served as CFO and Vice President, Finance for Pfizer’s Essential Health Business, with responsibility for business development, financial planning and analysis, and other finance activities. Prior to that Mr. Narula served as CFO and Vice President of Pfizer’s Primary Care Business Unit and prior to that held several leadership positions of increasing responsibilities during his 16 years at Pfizer. Prior to joining Pfizer, Mr. Narula held financial and operational leadership roles at American Express and Xerox India. Mr. Narula received his Bachelor of Commerce (Honors) Degree from Delhi University and his Chartered Accountant degree from The Institute of Chartered Accountants of India.
The selection of Mr. Narula to serve as the Company’s Executive Vice President, Chief Financial Officer was not pursuant to any arrangement or understanding between Mr. Narula and any other person. There are no family relationships between Mr. Narula and any director or executive officer of the Company, and there are no transactions between Mr. Narula and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
On August 2, 2024, the Company entered into an offer letter of employment, dated August 2, 2024 (the “Offer Letter”), and an employment agreement, effective as of the Appointment Date (the “Employment Agreement” and collectively with the Offer Letter, the “Employment Agreements”) with Mr. Narula. The terms of the Employment Agreements provide that Mr. Narula will receive an initial annual base salary of $615,000, and an annual salary review and adjustment in the discretion of the Board, and that Mr. Narula is eligible for annual bonus payments and equity grants, as may be awarded by the Board. The Employment Agreements also provide that Mr. Narula will receive an initial equity grant with an aggregate fair value of $3.5 million, with 75% of the grant to consist of restricted stock units with respect to shares of the Company’s common stock to be determined based on the closing price per share of the Company’s common stock on the grant date, and with 25% of the grant to consist of stock options which will have an exercise price equal to the closing price per share of the Company’s common stock on the grant date. The initial equity grant will vest in equal installments on the first three anniversaries of the grant date and will be granted on the Appointment Date and be subject to the terms of the Company’s Amended and Restated 2018 Equity Incentive Plan. In addition, the Employment Agreements provide for Mr. Narula to receive a sign-on bonus of $125,000 net of taxes, which Mr. Narula is required to repay to the Company on a pro-rated basis if he voluntarily resigns from the Company within 18 months of his start date. In addition, Mr. Narula’s Employment Agreement provides that the Company will pay the premium on a life insurance policy in an amount of one times his salary up to $750,000. Further the Employment Agreements provide that Mr. Narula is entitled to participate in the Company’s benefit plans on the same basis as other executive level employees as well as long-term disability