Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Officers; Compensatory Arrangements of Certain Officers
Compensatory Awards to
Executive Officers
On January 2, 2008, the
Board of Directors of Sirtris Pharmaceuticals, Inc. (the Company) approved
the following compensatory actions for the executive officers of the Company:
·
An increase in base salaries as follows: (a) the base annual
salary for Christoph Westphal, President and Chief Executive Officer was increased
to $450,000; (b) the base annual salary for Garen Bohlin, Chief Operating
Officer was increased to $330,000; (c) the base annual salary for Peter
Elliott, Senior Vice President, Head of Development was increased to $322,500;
and (d) the base annual salary for Michael Jirousek, Senior Vice
President, Research was increased to $290,000.
·
An
award of cash bonuses based upon the achievement of 2007 corporate performance
goals, in each case consistent with the terms of the Companys previous
disclosure as follows: (a) Christoph Westphal received a bonus of
$183,800; (b) Garen Bohlin received a bonus of $93,100; (c) Peter
Elliott received a bonus of $92,800; and (d) Michael Jirousek received a
bonus of $82,200.
·
An award of stock options under the Companys 2004 Stock Option and
Restricted Stock Plan (the Plan) as follows: (a) Christoph Westphal was
granted an option to purchase 150,000 shares; (b) Garen Bohlin was granted
an option to purchase 55,000 shares; (c) Peter Elliott was granted an
option to purchase 42,500 shares; and (d) Michael Jirousek was granted an
option to purchase 32,500 shares. The options vest as to 25% of such shares on January 2,
2009, with the remainder of shares to vest in equal quarterly installments
(rounded down to the nearest whole share except for the last installment, which
shall vest as to the remaining unvested shares) over the next 12 quarters
ending March 31, June 30, September 30 and December 31
following January 2, 2009.
·
An award of restricted stock under the Plan as follows: (a) Christoph
Westphal was awarded 150,000 shares; (b) Garen Bohlin was awarded 55,000
shares; (c) Peter Elliott was awarded 42,500 shares; and (d) Michael
Jirousek was awarded 32,500 shares. The awards vest as to 20% of such shares on
January 1, 2010, 30% of such shares on January 1, 2011 and 50% of
such shares of January 1, 2012, provided that, the portion of the shares
that would otherwise vest on January 1, 2012 will vest earlier if certain
business development goals are met.
Resignation and Election of
Directors
On January 2, 2008,
each of Alan Crane and John Freund announced his resignation as a director of
the Company effective January 2, 2008. Mr. Freund served on the
Companys Compensation and Audit Committees.
On
January 2, 2008, the Board of Directors of the Company, upon
recommendation from the Companys Nominating and Governance Committee, voted to
appoint Jeffrey Capello as a director of the Company, effective January 2,
2008. Mr. Capello was elected to fill the vacancy created by Mr. Cranes
resignation and will be slated to stand for re-election at the Companys 2008
Annual Meeting of Stockholders. Mr. Capello was appointed to the Audit
Committee. Mr. Capello will receive fees consistent with those fees
received by the existing directors for service as a director of the Company. A
copy of the Companys press release announcing Mr. Capellos appointment
is attached hereto as Exhibit 99.1 and the information contained therein
is incorporated herein by reference.
Amendments to Executive
Agreements
On January 2, 2008,
upon a recommendation of the Compensation Committee of the Board of Directors,
the Company entered into amended and restated employment agreements with
Christoph Westphal, Garen Bohlin, Peter Elliott and Michael Jirousek, to make
the payments and benefits payable to these executive officers in certain circumstances
more consistent with each other and reflective of current market terms for
similarly situated executives. The agreements provide that a certain percentage
of the options and restricted stock held by each of these executive officers,
other than Mr. Westphal, will vest upon a change in control (as defined in
the agreements), and the remainder of the options and restricted stock will
vest upon termination by the Company without cause (as defined in the
agreements) or by the employee for good reason (as defined in the agreements)
within a certain time period following the change in control. Mr. Westphals
employment agreement was amended to provide that all of Mr. Westphals
unvested options, in addition to his restricted stock, will fully vest upon a
change in control. Additionally, if any of Messrs. Westphal, Bohlin,
Elliott or Jirousek is terminated
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during a specified period
following a change in control without cause or for good reason, each officer,
other than Mr. Westphal, will each receive a lump sum payment equal to 12
months base salary. Mr. Westphal will receive a lump sum payment equal to
18 months of base salary. Each executive officer will also receive a pro-rata
portion of the target bonus he would have received for the year in which the
termination occurs.
Upon termination by the
Company without cause or by the employee for good reason, or in the event of
death or disability, each executive officer will receive a severance payment equal
to 12 months of base salary. These executive officers will also receive
continuation of their benefits, at the Companys expense, during the severance
period. All options and restricted stock held by the executive officers shall
vest as to an additional twelve months of vesting; provided that for restricted
stock, a minimum of 25% of the unvested shares shall vest. In addition to these
severance payments and benefits, the executive officer will receive a pro-rata
portion of the target bonus he would have received for the year in which the
termination occurs.
Item 9.01
Financial Statements and Exhibits.
(d)
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Exhibits.
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99.1
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Press Release issued by the Company dated January 2, 2008.
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