Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Appointment of Interim Office of the Chief Executive Officer
On March 10, 2017, Steven C. Gilman, Ph.D. notified ContraFect Corporation (the “Company”) that he will be taking a leave of
absence from active employment as the Chief Executive Officer of the Company to undergo treatment for
Non-Hodgkin’s
Lymphoma (the “Temporary Medical Leave Event”), effective on March 16,
2017. Dr. Gilman remains the Chairman of the Board and a director of the Company. In connection with the Temporary Medical Leave Event, the Board of Directors (the “Board”) of the Company established an Interim Office of the Chief
Executive Officer (the “Interim Office of the CEO”) to assume the duties of the Company’s Chief Executive Officer on an interim basis, effective on March 16, 2017. The Board has appointed Cara Cassino, M.D., the Company’s
Chief Medical Officer and Executive Vice President of Research and Development, Natalie Bogdanos, the Company’s General Counsel and Corporate Secretary, Michael Messinger, the Company’s Senior Vice President, Finance, and Josh Muntner, the
Company’s Senior Vice President, Business Development, to collectively serve as the Interim Office of the CEO during the Temporary Medical Leave Event. The Interim Office of the CEO will report directly to a Board CEO Oversight Committee
consisting of directors Sol J. Barer, Ph.D., Michael J. Otto, Ph.D., Dr. Gilman and Lisa R. Ricciardi.
Dr. Cassino, age 55, has served as our Chief Medical Officer since September 2015 and as Executive Vice President of Research and
Development since October, 2015. Dr. Cassino has over 20 years of experience as a clinician and executive in healthcare, including over 15 years of experience in pharmaceutical product development with over 20 successful regulatory submissions
in the United States and globally. Prior to joining ContraFect in 2015, Dr. Cassino served as an independent consultant to various pharmaceutical and biotechnology companies, including Scynexis. Prior to that, she served as Senior Vice
President at Forest Laboratories, Inc., a biopharmaceutical company (acquired by Actavis plc, now Allergan plc), where she oversaw Global Clinical Development from 2013 to 2014. While at Forest, she was responsible for pre- and post-marketing
clinical activities for a portfolio of 35 compounds, and also clinical due diligence for M&A activity, including the $2.9 billion acquisition of Aptalis Pharma and the $1.1 billion acquisition of Furiex Pharmaceuticals. From 2008 to
2013, Dr. Cassino held a number of senior positions at Pfizer, including Global Medical Team Leader of Pfizer’s antibacterial franchise which included Zyvox (linezolid) and Medicines Development Group VP for Pulmonary Vascular Disease and
Rare Diseases. Prior to joining Pfizer, Dr. Cassino also served as Executive Medical Director for the late stage U.S. respiratory franchise at Boehringer-Ingelheim Pharmaceuticals, Inc. and was a member of the academic faculty of the Division
of Pulmonary and Critical Care Medicine at New York University (NYU) School of Medicine for eight years prior to joining industry. Dr. Cassino received her B.A., summa cum laude, in Chemistry and Fine Arts from NYU where she was elected Phi
Beta Kappa, followed by an M.D. from NYU School of Medicine. She completed her internship and residency in Internal Medicine at NYU/Bellevue Hospital and a fellowship in Pulmonary/Critical Care Medicine at NYU and Mount Sinai Medical Centers.
Dr. Cassino is Board Certified in both internal medicine and pulmonary medicine.
Ms. Bogdanos, age 48, has served as our
General Counsel and Corporate Secretary since August of 2014. She has over 18 years of experience in the legal field, almost 10 of which were serving as the chief legal officer of a publicly traded biotechnology company. Prior to joining ContraFect
in 2014, Ms. Bogdanos served as Associate General Counsel at Memorial Sloan-Kettering Cancer Center (“MSKCC”), a cancer treatment and research institution, where she held a joint appointment with the Office of the General Counsel and
the Office of Technology Development (“OTD”). At MSKCC, she provided legal counsel and guidance to various departments throughout the institution while having sole responsibility for the legal oversight of the OTD. She led the contracts
group, managed the institution’s patent portfolio, provided regulatory guidance and compliance, and advised on litigation strategy. Prior to MSKCC, she was General Counsel at Enzo Biochem, Inc. (“Enzo”), a publicly traded
international biotechnology and life science company, from 2003 to 2012. At Enzo, she was responsible for leading the legal department, handling contracts and complex business development agreements, ensuring SEC and regulatory compliance,
overseeing litigation and managing Enzo’s portfolio of 500+ patents and patent applications. Previously, Ms. Bogdanos was an associate at Amster, Rothstein & Ebenstein from
1999 to 2003 where her practice focused on patent litigation and patent prosecution. Ms. Bogdanos has also served as a legal consultant to pharmaceutical companies and was a faculty member at the Practising Law Institute. Prior to attending law
school, she was a research technician at the Public Health Research Institute where her work focused on Staphylococcus aureus. Ms. Bogdanos is an attorney licensed to practice before the United States Patent and Trademark Office. She is
admitted to practice law in New York, the United States District Court, Southern and Eastern District of New York and the United States Court of Appeals for the Federal Circuit. Ms. Bogdanos received her J.D. from New York Law School and her
Bachelor of Arts in Biology, with honors, from Queens College of the City University of New York.
Mr. Messinger, age 42, currently
serves as our Senior Vice President, Finance. He has more than 16 years of experience in finance, accounting and forecasting for clinical development. Prior to joining ContraFect in November 2012 as our Vice President, Finance, he served as Director
of Finance at Lexicon Pharmaceuticals, Inc. (“Lexicon”) for eight years and also held the position of Controller for three years. Prior to working at Lexicon, Mr. Messinger served as Controller of Coelacanth Corporation (which was
acquired by Lexicon) for two years. While at Lexicon, Mr. Messinger was responsible for the financial management of Lexicon’s partnership with Symphony Capital, LLC, in addition to coordinating fiscal and program management concerning
Lexicon’s development programs. Mr. Messinger received his B.B.A. degree in accounting from the University of Michigan. He started his career as an auditor at Ernst & Young LLP.
Mr. Muntner, age 48, has served as the Senior Vice President, Business Development since 2015. Mr. Muntner has more than 15 years of
transaction experience assisting life sciences companies with financing and M&A advisory transactions. Prior to joining ContraFect, he served as Managing Director and
Co-Head
of Healthcare Investment
Banking at Janney Montgomery Scott, a financial services firm from 2012 to 2015. Mr. Muntner was also a Managing Director at ThinkEquity, an investment bank from 2009 to 2012. Previously, Mr. Muntner spent nine years at
Oppenheimer & Co. and its U.S. predecessor, CIBC World Markets, in positions of increasing responsibility. Mr. Muntner also served as an investment banker at Prudential Securities. Mr. Muntner received his B.F.A. degree from
Carnegie Mellon and his M.B.A. degree from The Anderson School at UCLA.
Letter Agreement with Dr. Steven Gilman
On March 10, 2017, in connection with the Temporary Medical Leave Event, the Company entered into a letter agreement with Dr. Gilman
(the “Leave Agreement”) providing generally, among other things, that during the Temporary Medical Leave Event and for up to six months, the Company will (a) continue to pay Dr. Gilman’s base salary at a rate equal to 50% of
his current base salary and (b) continue to offer Dr. Gilman and his eligible spouse and dependents participation in the Company’s health and welfare benefit plans at substantially the same benefit levels offered to the Company’s
active executive employees from time to time, with the full cost of premiums for medical, dental and vision coverage under such plans being paid by the Company.
The foregoing description of the Leave Agreement does not purport to be complete and is qualified in its entirety by reference to the Leave
Agreement, which is filed as Exhibit 10.1 to this Form
8-K
and is incorporated herein by reference.