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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Appointment of Mani Mohindru, Ph.D. as Chief Financial Officer and Chief Strategy Officer
On July 31, 2017, Mani Mohindru, Ph.D. entered into an employment agreement with Cara Therapeutics, Inc. (the
Company
) to serve as the Companys Chief Financial Officer and Chief Strategy Officer, effective August 15, 2017. In this capacity, Dr. Mohindru will serve as the Companys principal financial and
accounting officer. There are no arrangements or understandings between Dr. Mohindru and any other persons pursuant to which she was selected as an officer of the Company. There are also no family relationships between Dr. Mohindru and any
director or executive officer of the Company, and the Company has not entered into any transactions with Dr. Mohindru that are reportable pursuant to Item 404(a) of Regulation
S-K.
Prior to joining the Company, Dr. Mohindru, age 45, served as Senior Vice President and Chief Strategy Officer at Curis, Inc., a
biotechnology company, from March 2016 to July 2017. From April 2015 to February 2016, Dr. Mohindru served as Senior Vice President of Corporate Strategy and Investor Relations and from June 2013 to March 2015, Dr. Mohindru served as Vice
President of Corporate Strategy and Investor Relations, each at Curis, Inc. From October 2012 to March 2016, Dr. Mohindru was the
co-founder
of ImmTox, Inc., a biotechnology company. From June 2011 to
September 2012, Dr. Mohindru was a Senior Biotechnology Analyst at ThinkEquity, LLC, a research and investment banking firm. Previously, from June 2009 to May 2011, Dr. Mohindru was a Partner at Axon Healthcare Company, a strategic
pharmaceutical and biotechnology consultancy firm that she
co-founded.
Dr. Mohindru was also a Managing Director at Capstone Investments in its investment banking division, a Vice President at Credit
Suisse, and an Associate Research Analyst at global financial services firm UBS. Dr. Mohindru completed her Ph.D. in Neurosciences at Northwestern University and she received both her B.S. in Human Biology and Masters in Biotechnology from the
All India Institute of Medical Sciences, New Delhi, India.
Pursuant to the terms of Dr. Mohindrus employment agreement,
Dr. Mohindru will receive an annual base salary of $420,000 and a signing bonus of $25,000. In addition, Dr. Mohindru will be eligible to earn an annual discretionary bonus with a target amount equal to 40% of her then-current annual base
salary, subject to her achievement and the Companys achievement of individual and corporate performance goals as determined by the Board of Directors or Compensation Committee. Dr. Mohindru will also be granted an option to purchase
385,000 shares of the Companys common stock on August 15, 2017, which option will have an exercise price equal to the closing price of the Companys common shares on the NASDAQ Global Market on the date of grant. The shares
underlying the option will vest over a four-year period, with 25% of the shares vesting on August 15, 2018 and the remainder vesting in 36 equal monthly installments thereafter, subject to Dr. Mohindrus continuous service with the
Company as of each such vesting date.
Dr. Mohindrus employment is at will and may be terminated at any time, with
or without cause. Pursuant to the terms of her employment agreement, if she is terminated without cause (as that term is defined in her employment agreement) on or after August 15, 2018, the Company will be obligated to pay Dr. Mohindru an
amount equal to nine months of continued base salary, payable in accordance with the Companys ordinary payroll cycle, a
lump-sum
bonus payment equal to 50% of her then-current annual target bonus
opportunity, prorated for any partial year of employment, and full payment of applicable COBRA premiums for up to six months following such termination or resignation. Further, if a change in control occurs during Dr. Mohindrus employment
and she is terminated without cause within three months prior or 12 months after the consummation of such change in control, the Company will be obligated to pay Dr. Mohindru the foregoing severance benefits and 100% of any unvested shares
underlying her outstanding options will vest in full upon such termination. If Dr. Mohindru is terminated without cause prior to August 15, 2018, the Company will be obligated to pay her an amount equal to three months of continued base
salary, payable in accordance with the Companys ordinary payroll cycle, a
lump-sum
bonus payment equal to 50% of her then-current annual target bonus opportunity, prorated for any partial year of
employment, and full payment of applicable COBRA premiums for up to three months.
The Company expects to enter into an indemnification
agreement with Dr. Mohindru on substantially the same terms as its standard indemnification agreement for executive officers, previously filed by the Company as Exhibit 10.1 to Amendment No. 2 to the Companys Registration Statement
on Form
S-1
filed with U.S. Securities and Exchange Commission on January 17, 2014.
The foregoing summary of compensatory arrangements is not intended to be a complete description
of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of Dr. Mohindrus employment agreement that is filed as Exhibit 10.1 to this Current Report on Form
8-K
and incorporated herein by reference.
Retirement of Josef Schoell as Chief Financial Officer
In connection with Dr. Mohindrus appointment, Josef Schoell is retiring and has resigned as Chief Financial Officer of the Company,
effective August 15, 2017. The Company currently expects to enter into a consulting agreement with Mr. Schoell, pursuant to which he will assist with the transition of his role to Dr. Mohindru. There is no dispute between
Mr. Schoell and the Company with respect to any financial reporting matters, compliance or otherwise.