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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On December 19, 2016, Juniper Pharmaceuticals, Inc. (the Company) entered into an employment agreement (the Employment Agreement)
with Jeffrey Young, pursuant to which Mr. Young will serve as the Companys new Vice President, Finance, Chief Financial Officer and Treasurer, effective January 1, 2017.
Mr. Young brings over 20 years of financial leadership in the life sciences sector to Juniper, most recently serving as Chief Financial Officer and
Treasurer of OvaScience, a global fertility company focused on new treatment options for women, which he joined in September 2014. Before OvaScience, Mr. Young served as Chief Financial Officer and Treasurer of Transmedics, Inc. from
August 2013 to August 2014, leading the finance, accounting, tax and treasury functions. Prior to Transmedics, Mr. Young was Chief Financial Officer and Treasurer at Lantheus Medical Imaging, Inc., an international corporation, from
September 2008 to August 2013. While at Lantheus, he was responsible for multiple functions, including finance, accounting, customer service, tax and treasury. Before Lantheus, Mr. Young served as Chief Accounting Officer, Vice President of
Finance and Treasurer at Critical Therapeutics from 2005 to 2008, and managed the companys transition during its acquisition by Cornerstone BioPharma. Earlier in his career, Mr. Young held finance roles at PerkinElmer, Inc. and
PricewaterhouseCoopers LLP. Mr. Young is a Certified Public Accountant and holds a B.S. in Business Administration from Georgetown University.
Pursuant to the terms of the Employment Agreement, Mr. Youngs annual base salary will be $355,000. He will also be eligible to receive a target
annual bonus equal to 45% of his base salary, as then in effect, as determined by the board of directors. The Company will also pay Mr. Young a sign on bonus of $45,000 following the commencement of his employment with the Company.
Mr. Young will also be entitled to participate in the Companys stock option plan, as in effect from time to time, and will receive an initial option award (the Option Award), effective January 3, 2017 (the Date of
Grant), to purchase 170,000 shares of the Companys common stock, which option will have an exercise price equal to the closing price on the Date of Grant, have a life of seven years and vest at the rate of one-quarter per year on each of
the first four anniversaries of the Date of Grant. The Option Award is intended to qualify as an employment inducement grant under NASDAQ Listing Rule 5635(c)(4). Upon approval by the Board of Directors, Mr. Young will also be entitled to
participate in the Companys performance share program, and will receive an initial grant of 25,000 performance-based restricted stock units. He will also be eligible to participate in all employee benefit programs generally available to other
executive level employees of the Company.
Mr. Young will succeed George O. Elston as Chief Financial Officer, Principal Financial Officer, and
Treasurer of the Company. In connection with his departure, which is effective December 31, 2016, and subject to his execution of a general release and separation agreement in favor of the Company, Mr. Elston is entitled to severance
compensation in accordance with the terms of his employment agreement providing for compensation in the event of his termination by the Company without cause, as described in the Companys definitive proxy statement filed with the Securities
and Exchange Commission on June 22, 2016. The terms of Mr. Elstons employment agreement also include provisions concerning non-competition and indemnification, and covenants not to solicit any employee of the Company, and to
cooperate with the Company.
The foregoing are only brief descriptions of the material terms of the Employment Agreement and the Option Award,
and do not purport to be complete descriptions of the rights and obligations of the parties thereunder, and are qualified in their entirety by reference to the full text of the Employment Agreement and the form of Option Award, which are filed as
Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.