Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b),
(c) and (e) On November 4, 2021, the Company announced that Thierry Chauche had been hired to serve as the Company’s Chief Financial
Officer, effective December 1, 2021.
Mr.
Chauche, age 45, joins the Company from Alexion Pharmaceuticals, Inc., where he served as Vice President and Head of Strategic Financial
Planning and Analysis since March 2020. Before Alexion, Mr. Chauche served last as Vice
President of Financial Planning and Analysis at Intercept Pharmaceuticals, Inc. and formerly as Executive Director, from February 2017
to March 2020. Prior to his time at Intercept, he served in a variety of roles at Novartis Pharmaceuticals Corp. and Novartis in Switzerland
from September 2007 to February 2017, eventually serving as Executive Director of Business Planning and Analysis.
In
connection with Mr. Chauche’s hiring, the Company entered into an employment agreement with Mr. Chauche (the “Employment
Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Chauche is entitled to receive an annualized base salary of
$410,000 and is eligible for an annual bonus based on the achievement of corporate and individual performance objectives, with his target
annual bonus equal to 40% of the base salary earned that year. The Employment Agreement also provides for a one-time performance bonus
of $50,000, subject to Mr. Chauche’s continued employment with the Company through the date the bonus is paid.
If
Mr. Chauche’s employment is terminated by the Company other than for cause or if he resigns for good reason, in either case other
than within 12 months following a change of control, Mr. Chauche will be entitled to receive (i) full vesting of any outstanding stock
options that vest solely based on Mr. Chauche’s continued service and extended exercisability of any outstanding vested stock options
for a period of 12 months following the termination date, (ii) nine months of continued base salary payments, (iii) payment of COBRA
premiums for nine months following the termination date (or, if earlier, until Mr. Chauche secures gainful employment from a new employer),
(iv) a pro rata portion of his annual bonus for the year in which the termination occurs, based on objectives achieved as of the termination
date and (v) accelerated vesting of any equity awards (other than stock options) that would have become vested during the nine-month
period following the termination date.
If
Mr. Chauche’s employment is terminated by the Company other than for cause or if he resigns for good reason, in either case within
12 months following a change of control, Mr. Chauche will be entitled to receive (i) full vesting of any outstanding equity awards and
extended exercisability of each outstanding vested stock option until the expiration of the applicable stock option’s term, (ii)
12 months of continued base salary payments, (iii) payment of COBRA premiums for 12 months following the termination date (or, if earlier,
until Mr. Chauche secures gainful employment from a new employer) and (iv) a pro rata portion of his annual bonus for the year in which
the termination occurs, based on objectives achieved as of the termination date.
Mr.
Chauche’s receipt of the severance payments and benefits described above is subject to the execution of a release of claims and
continued compliance with the restrictive covenants contained in the Employment Agreement and the Employee
Non-Disclosure and Invention Assignment Agreement entered into by Mr. Chauche with the Company.
On
November 1, 2021, the Company entered into a transition
and consulting agreement with Andrew Drechsler (the “Transition Agreement”). Under the Transition Agreement, Mr. Drechsler
will continue to serve as Chief Financial Officer until December 1, 2021, and will serve as Special Advisor to the Chief Executive Officer
and the Chief Financial Officer through December 31, 2021 (the “Separation Date”). Mr. Drechsler will continue to receive
his base salary of $437,800 per year through the Separation Date and will be eligible to receive an annual bonus based on achievement
of the performance objectives established by the compensation committee of the board of directors in respect of fiscal year 2021. Beginning
on January 1, 2022, Mr. Drechsler will be engaged to provide consulting services for the Company relating to assisting and advising Mr.
Chauche and the Finance Department. From January 1, 2022 until March 31, 2022, Mr. Drechsler will be paid $10,000 per month for such
services, and from April 1, 2022 until June 30, 2022, Mr. Drechsler will be paid $5,000 per month for such services. Mr. Drechsler’s
equity awards that vest solely based on the passage of time will continue to vest in accordance with their terms until such time as Mr.
Drechsler is no longer providing consulting services to the Company, at which time any unvested awards will be forfeited, and any unvested
awards that vest based on the achievement of performance metrics that he holds will be forfeited on the Separation Date.
The
foregoing descriptions of the Employment Agreement and the Transition Agreements do not purport to be complete and are qualified in their
entirety by reference to the full text of the applicable agreement, which agreements will be filed as exhibits to the Company’s
next Form 10-K.