Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
August 30, 2017, Oxford Immunotec Global PLC (the “Company”) announced the appointment of Stefan Linn to the position of Chief Operating Officer of the Company, effective August 28, 2017.
Prior to joining the Company, Mr. Linn served as
a senior vice president for IMS Health Holdings, Inc., a publicly traded, global information and technology services company serving the health care industry, from October 2010 to March 2016. Before joining IMS Health, Mr. Linn was a director at TPG Capital, a global private equity investment firm, from 2008 to 2010, where he worked with healthcare and consumer portfolio companies to drive operating improvements. Prior to joining TPG Capital, from 2001 to 2008, Mr. Linn was a senior vice president at McKesson Corporation, a global leader in healthcare supply chain management systems, retail pharmacy, community oncology and specialty care, where he was responsible for marketing strategy, product development and customer programs. While with McKesson Corporation, Mr. Linn served as President of Health Mart, its franchise pharmacy business, and oversaw McKesson’s consumer products division, packaging business and patient relationship solutions division. Earlier in his career, Mr. Linn was a vice president at Merck-Medco Managed Care, LLC and worked for McKinsey & Company. Mr. Linn earned his bachelor’s degree in Economics from the University of Dallas and his Master of Business Administration from the University of California at Berkeley.
In connection with Mr. Linn
’s appointment, the Company entered into an employment agreement with Mr. Linn, with an effective date of August 28, 2017 (the “Employment Agreement”), that sets forth the terms and conditions of Mr. Linn’s employment as the Company’s Chief Operating Officer. The Employment Agreement has no specific term and establishes an at-will employment relationship. Mr. Linn’s annual base salary under the Employment Agreement is $400,000. Although not specified in the Employment Agreement, Mr. Linn is also eligible for an annual cash incentive opportunity equal to 50% of his base salary, subject to achievement of corporate performance goals established by the Remuneration Committee as well as individual performance goals established by our Chief Executive Officer, Dr. Peter Wrighton-Smith, at the beginning of each fiscal year.
As Chief Operating Officer, Mr. Linn is eligible to participate in the Company
’s 2013 Share Incentive Plan. Equity awards granted to Mr. Linn will include a “double trigger” change in control provision, providing for full acceleration of vesting of all awards upon the occurrence of a change of control event that results in the termination of his employment.
Under the
Employment Agreement, if the Company terminates Mr. Linn’s employment other than for “cause” (as defined in the Employment Agreement) or Mr. Linn terminates his employment for “good reason” (as defined in the Employment Agreement), Mr. Linn will be entitled to receive, subject to certain conditions, severance equal to nine months of his then-current base salary, payable as salary continuation. Mr. Linn’s right to receive severance is conditioned on, among other things, providing the Company with a signed release, complying with all post-employment obligations and restrictions, including non-competitive restrictions that remain in effect for one year following termination of employment.
Following
the appointment of Mr. Linn to the position of Chief Operating Officer, Dr. Peter Edwardson will no longer serve as Chief Operations Officer of the Company, a role Dr. Edwardson has held since October 2013. Dr. Edwardson will assume the role of Senior Vice President, Head of Blood Screening of the Company, effective August 28, 2017.
The foregoing descripti
on of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, which will be filed as an exhibit to the Company’s next periodic report.