Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
Eric E. Poma, Ph.D.
On October 9, 2017, the Board of Directors (the Board) of Molecular Templates, Inc. (the Company) upon
recommendation of the Compensation Committee of the Board (the Compensation Committee) approved the following compensation adjustments and an equity award for Eric E. Poma, Ph. D., Chief Executive Officer and Chief Scientific Officer:
(i) an increase in Dr. Pomas annual base salary from $412,000 to $500,000, effective as of August 1, 2017; (ii) an increase in Dr. Pomas target annual cash bonus amount from a range of
35%-50%
of base salary to 50% of base salary which increased target amount shall be effective commencing with the fourth quarter of 2017; and (iii) an option to purchase 275,000 shares of the
Companys common stock, at an exercise price of $9.40, the closing price of our common stock on the date of grant, which will vest and become exercisable over four years, 25% of which will vest one year from the grant date and 1/36th of the
remaining shares will vest each month thereafter.
Jason Kim
On October 9, 2017, the Board approved upon recommendation of the Compensation Committee the following compensation adjustments and an
equity award for Jason S. Kim, President and Chief Operating Officer: (i) an increase in Mr. Kims annual base salary from $334,750 to $390,000, effective as of August 1, 2017; (ii) an increase in Mr. Kims target
annual cash bonus amount from a range of
35%-50%
of base salary to 40% of base salary which increased target amount shall be effective commencing with the fourth quarter of 2017; and (iii) an option to
purchase 137,500 shares of the Companys common stock, at an exercise price of $9.40, the closing price of our common stock on the date of grant, which will vest and become exercisable over four years, 25% of which will vest one year from the
grant date and 1/36th of the remaining shares will vest each month thereafter.
2014 Equity Incentive Plan
On July 31, 2017, at a special meeting of stockholders, our stockholders approved an amendment to the 2014 Equity Incentive Plan to, among
other things, (i) increase the total number of shares of common stock available for grant of awards under the 2014 Equity Incentive Plan by an additional 1,363,636 shares (which increase reflects an
11-for-1
reverse stock split of the common stock effective August 1, 2017), and (ii) revise the Internal Revenue Code Section 162(m) share limits under the 2014 Equity Incentive Plan. A
description of the material features of the 2014 Equity Incentive Plan and related matters are set forth in a
Form S-4 registration
statement
(File No. 333-217993)
declared effective by the Securities and Exchange Commission on June 30, 2017 (the Registration Statement), under the heading Proposal 3: Approval of the
Amendment to the Threshold 2014 Equity Incentive Plan, and is incorporated herein by reference. Such description is qualified in its entirety by reference to the actual terms of the 2014 Equity Incentive Plan, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form
8-K.