| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 5, 2024, PMV Pharmaceuticals, Inc. (the “Company”) announced the appointment of Michael Carulli as Chief Financial Officer (“CFO”), principal financial officer and principal accounting officer of the Company, to serve in such capacity until a successor is duly appointed and approved by the Company’s board of directors (“Board”). The effective date of Mr. Carulli’s appointment was January 5, 2024. On January 5, 2024, the Company also announced that Winston Kung, the Company’s current Chief Operating Officer (“COO”) and CFO, will transition from his role as COO and CFO, effective January 4, 2024. Mr. Kung will serve as an advisor to the Company through March 31, 2024 to assist in the transition of his duties. Mr. Kung’s departure is not related to any disagreement with the Company on any matter relating to its operations, policies or practices.
Mr. Carulli, 50, has served as the Company’s Senior Vice President of Finance since March 2023, and prior to that, as Vice President of Finance from May 2020 to March 2023. Prior to joining the Company, Mr. Carulli was at Celgene (now Bristol Myers Squibb), a global biopharmaceutical company, since 2010 where he held multiple positions, including most recently as Executive Director FP&A – Research & Development, and oversaw the financial and operational plans for the research and development organization. Combined, Mr. Carulli has over 20 years of financial management experience. Mr. Carulli received a B.S. in Marketing and Management from Siena College and a M.B.A. from the Fordham Gabelli School of Business.
Also on January 5, 2024, the Company announced that Leila Alland, M.D., the Company’s Chief Medical Officer (“CMO”), will transition from her role as CMO, effective on January 5, 2024. Dr. Alland will serve as an advisor to the Company through March 31, 2024 to assist in the transition of her duties. Dr. Alland’s departure is not related to any disagreement with the Company on any matter relating to its operations, policies or practices.
Mr. Carulli’s employment as CFO does not have a specific term and will be at-will under the terms of his existing employment agreement. The Company will pay Mr. Carulli an annual base salary of $370,000 and an annual target cash bonus of 40%, which shall be subject to review and adjustment based upon the Company’s normal performance review practices. Effective on January 5, 2024, Mr. Carulli will be covered by the Company’s Change in Control and Severance Policy (“Severance Policy”) at the executive officer level. The Severance Policy is filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (No. 333-248627) filed with the Securities and Exchange Commission (“SEC”) on September 4, 2020 (the “Form S-1”).
Effective upon Mr. Carulli’s appointment, Mr. Carulli was designated as an “officer” as such term is used within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended. The Company has also entered into an indemnification agreement with Mr. Carulli in connection with his appointment, in the form filed as Exhibit 10.1 to the Form S-1.
Mr. Carulli (a) is not a party to any other arrangements or understandings with any other person pursuant to which he was selected to serve as an officer of the Company, (b) has not been involved in any transactions with the Company or related persons of the Company that would require disclosure under Item 404(a) of the Regulation S-K, and (c) does not have any family relationship with any members of the Board or any executive officer of the Company.
The foregoing summary of Mr. Carulli’s employment arrangement is subject to, and qualified in its entirety by, the full text of such agreement, which will be filed as an exhibit to a subsequent periodic report filed with the SEC.
Kung Transition Agreement
In connection with Mr. Kung’s departure as COO and CFO of the Company, Mr. Kung has agreed to provide advisory services to the Company following his departure from January 4, 2024 through March 31, 2024, unless earlier terminated. In exchange for his services, Mr. Kung will receive a monthly retainer of $20,000. The foregoing summary of the transition arrangement is subject to, and qualified in its entirety by, the full text of such agreement, which will be filed as an exhibit to a subsequent periodic report filed with the SEC.