Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Michael Garone as Chief Financial Officer
On August 23, 2018 (the Effective Date), Immunomedics, Inc., a Delaware corporation (the Company), entered into a Transition Agreement (the Transition Agreement) with Michael Garone, the Companys Vice President, Finance and Chief Financial Officer. Pursuant to the Transition Agreement, Mr. Garone resigned as the Companys Chief Financial Officer, effective August 23, 2018. Mr. Garone shall remain the Companys Vice President, Finance, and will provide transition services as needed, until May 18, 2019, which represents one (1) year from the date that the Company filed a Biologics License Application for IMMU-132 with the U.S. Food and Drug Administration (the Anniversary Date), subject to earlier termination by the Company or by Mr. Garone for any reason upon 60 days prior written notice (the earliest such date, the Termination Date). For the period of time commencing on the Effective Date and ending on the Termination Date, Mr. Garone will continue to receive his base salary, continue to participate in Company employee benefit plans in accordance with their terms and continue to vest into outstanding equity awards. Mr. Garones resignation is not the result of any disagreement with the Company, the Board of Directors of the Company, or management, or any matter relating to the Companys operations, policies or practices.
Subject to Mr. Garones continued employment through the Anniversary Date (except if earlier terminated as described below), in exchange for providing a general release of claims that becomes effective after the Termination Date, Mr. Garone will receive: (i) a lump sum payment equal to two times the sum of his base salary and target annual bonus; (ii) full acceleration of the vesting of his outstanding time-based equity awards; (iii) lump sum payments for pro-rated bonus amounts and unused vacation days; and (iv) payment or reimbursement of COBRA premiums for Mr. Garone and his covered dependents for up to 12 months following his Termination Date (the Severance). Additionally, Mr. Garone will also be entitled to the Severance to the extent Mr. Garones employment with the Company ceases due to (i) the Company terminating his employment for any reason after the Effective Date or (ii) Mr. Garones resignation for any reason after the Effective Date; provided however, such termination or resignation will require 60 days prior written notice (such period, the Notice Period). The Company is permitted to terminate Mr. Garones employment at any time during the Notice Period and pay continued base salary through the end of the Notice Period in lieu of notice.
The Company expects to file the Transition Agreement as an exhibit to its Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2018. The foregoing descriptions are qualified in their entirety by reference to the complete text of the Transition Agreement, when filed.
Appointment of Usama Malik as Interim Chief Financial Officer and Principal Financial Officer
The Company has appointed Mr. Usama Malik, the Companys Chief Business Officer, to serve as the Companys interim Chief Financial Officer and interim principal financial officer effective August 23, 2018. The Company and Mr. Malik have agreed to amend Mr. Maliks existing employment agreement with the Company, pursuant to which he serves as the Companys Chief Business Officer, to expand his duties and responsibilities as Interim Chief Financial Officer and to increase his annual base salary from $350,000 to $380,000.
Mr. Malik, age 43, has served as the Companys Chief Business Officer since August 2017. Prior to joining the Company, Mr. Malik was the founder and managing partner of InnoAction Advisory Services, a boutique advisory firm with clients in the pharmaceutical and medical technologies fields, since January 2013. Prior to InnoAction, Mr. Malik was part of Senior Management at Bridgewater Associates from December 2011 to December 2012, and served as the Global Vice President of Strategy and Innovation at Pfizer from November 2007 through November 2011. Previously, Mr. Malik served in leadership roles at strategy consulting firms including Booz & Co. and KPMG Consulting, advising executive teams and boards on corporate strategy, finance, and business transformation opportunities.
Appointment of William Fricker as Principal Accounting Officer
The Company has appointed Mr. William Fricker, the Companys Executive Director and Corporate Controller, to serve as the Companys principal accounting officer. Mr. Fricker, age 54, has served as the Companys Executive Director and Corporate Controller since February 2018. Prior to joining the Company, Mr. Fricker was a consultant at Resource Global Professionals, advising companies in the pharmaceutical and healthcare industries from December 2015 to January 2018. Prior to Resource Global Professionals, Mr. Fricker was the Vice President, Corporate Controller at J.M. Huber Corporation from April 2007 to November 2015. Mr. Fricker has also served in various accounting and finance related roles at Tyco International, Johnson & Johnson, Bristol Myers Squib and Kao Corp of America.
There are no family relationships between Mr. Malik or Mr. Fricker and any of the Companys directors or executive officers and there are no arrangements or understanding between Mr. Malik or Mr. Fricker and any other persons pursuant to which they were selected as an officer of the Company. There are no related party transactions between Mr. Malik or Mr. Fricker and the Company.