Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Dr. John Orloff
On May 31, 2017, the Board of Directors (the “Board”) of Novelion Therapeutics Inc. (the “Company”) appointed John J. Orloff, M.D. to serve as a director with his term to begin on July 1, 2017. Upon the effectiveness of Dr. Orloff’s appointment, the number of members of the Board will be increased from nine to ten. The Board has not named Dr. Orloff to any committees of the Board. Dr. Orloff has also notified the Company that, on June 2, 2017, he will resign as the Company’s Executive Vice President, Head of Research and Development to pursue other opportunities.
Dr. Orloff, 60, had served as the Company’s Executive Vice President, Head of Research and Development since
joining the Company following its acquisition of Aegerion Pharmaceuticals, Inc., where Dr. Orloff had been Executive Vice President, Research and Development since November 2016. Dr. Orloff previously served as Executive Vice President, Global Head of Research and Development and Chief Scientific Officer of Baxalta, Inc. (“Baxalta”) from July 2015 to June 2016. Dr. Orloff served as Global Head of R&D for Baxter BioSciences (“Baxter”) from July 2014 to June 2015, prior to Baxter’s spinout of Baxalta. Prior to Baxter, he served as senior vice president, global head of clinical development at Merck Serono Pharmaceuticals from January 2014 to May 2014. Between 2003 and 2013, Dr. Orloff held a series of positions at Novartis Pharma AG, including senior vice president and chief medical officer. Dr. Orloff completed his internal medicine residency at University of Pittsburgh Medical Center and his endocrinology and metabolism fellowship at Yale University School of Medicine, where he also spent seven years on the faculty. He holds an M.D. from University of Vermont College of Medicine and a B.A. from Dartmouth College. The Board has concluded that Dr. Orloff is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives derived from his extensive experience in the biopharmaceutical industry, including as an executive officer of the Company, as well as his scientific background.
There is no arrangement or understanding pursuant to which Dr. Orloff was appointed as a director. In connection with his employment as the Company’s Executive Vice President, Head of Research and Development, Dr. Orloff received an annual base salary of $600,000, was eligible to receive an annual cash bonus of up to 45% of his base salary, which he will not be eligible to receive for 2017 given the time of his resignation, and equity awards exercisable for up to 247,780 of the Company’s common shares, which will cease vesting upon his resignation.
As a director, Dr. Orloff will participate in the standard compensation plan for non-employee directors, under which he will be eligible to receive a $40,000 annual retainer (which will be prorated for 2017) for his service as a director. In addition, Dr. Orloff will be eligible for stock option and other equity awards as a non-employee director, as approved by the Board, upon the recommendation of the Compensation Committee of the Board. In connection with his appointment, Dr. Orloff will receive a stock option to purchase 9,600 of the Company’s common shares upon his appointment date of July 1, 2017, which will vest in equal monthly installments over 36 months, beginning one month after the grant date.