Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) Transition of Interim Principal Financial Officer and Principal Accounting Officer
Keri Lantz, the Corporate Controller and Vice President of Finance of Achillion Pharmaceuticals, Inc. (the Company), who was appointed,
on an interim basis, to the positions of principal financial officer and principal accounting officer, effective as of January 1, 2019, will no longer serve in that capacity effective as of February 11, 2019, with the effective date of the
appointment of Mr. Di Donato as Senior Vice President, Chief Financial Officer and Treasurer. Ms. Lantz will continue to serve as Corporate Controller and Vice President of Finance.
(c) Appointment of Chief Financial Officer
On
January 30, 2019, the board of directors of the Company appointed Brian Di Donato as Senior Vice President, Chief Financial Officer and Treasurer, effective as of February 11, 2019. In such capacity, Mr. Di Donato will serve as the
Companys principal financial officer and principal accounting officer.
Mr. Di Donato, age 52, has served as Vice President, Investor Relations
and Corporate Communications of the Company since August 2018. Prior to joining the Company, Mr. Di Donato was a private investor and full-time student at Pennsylvania State University from May 2015 to May 2018. Mr. Di Donato was a
Managing Director at Sorin Capital from April 2008 to December 2014, an SEC registered investment advisor. From March 2002 to March 2008, Mr. Di Donato was Senior Vice President and subsequently President of Capmark Investments, an SEC
registered investment advisor. He has also held roles as an Executive Director at Morgan Stanley and Vice President at UBS Securities. Mr. Di Donato holds an M.B.A. from New York University, a B.S. from Pennsylvania State University and a B.S.
from Villanova University.
There are no family relationships between Mr. Di Donato and any director or executive officer of the Company.
Mr. Mr. Di Donato has not engaged in any related person transaction (as defined in Item 404(a) of Regulation
S-K)
with the Company.
(e) Compensation Arrangement of Mr. Di Donato
In
connection with Mr. Di Donatos appointment as Chief Financial Officer, the Company entered into an employment agreement with Mr. Di Donato, which became effective on February 11, 2019. The term of Mr. Di Donatos
employment agreement ends on December 31, 2019 but is automatically renewed after such initial term for successive
one-year
periods unless either the Company or Mr. Di Donato provides written notice
to the other at least
six months prior to the expiration of the applicable term. Under the employment agreement, Mr. Di Donato receives an annualized base salary of $360,000, subject to upward adjustment at the
discretion of the Companys board of directors. In addition, Mr. Di Donato is eligible to receive an annual performance bonus at a target rate of 40% of his annualized base salary, based on the Companys achievement of its performance
goals for the applicable fiscal year and Mr. Di Donatos achievement of his performance goals for such year, both as determined by the Companys board of directors. Mr. Di Donato is also entitled to participate in all benefit
programs that the Company establishes and makes available to its executives, to the extent that he is eligible under the plan documents governing those programs.
In the event the Company terminates Mr. Di Donatos employment for reasons other than cause, death or disability, or if Mr. Di Donato
terminates his employment for good reason (as such terms are defined in the employment agreement), or if the Company provides Mr. Di Donato with a notice of
non-renewal
where Mr. Di Donato was
otherwise willing and able to continue his employment under the terms of the employment agreement, in each case prior to or more than the twelve months following a change in control date (as defined in the employment agreement) of the Company and
subject to Mr. Di Donato entering into a severance and release of claims agreement, Mr. Di Donato is entitled to receive (i) his then current base salary for a twelve-month period; (ii) if he is eligible for and elects to receive
COBRA continuation, continued payment of the Companys share of medical and dental insurance premiums for twelve months or, if earlier, until the expiration of his COBRA continuation coverage; and (iii) a payment equal to a
pro-rated
portion of his target bonus for the fiscal year in which termination occurred.
In the event the Company
terminates Mr. Di Donatos employment for reasons other than cause, death or disability, or if Mr. Di Donato terminates his employment for good reason, or if the Company provides Mr. Di Donato with a notice of
non-renewal
where Mr. Di Donato was otherwise willing and able to continue his employment under the terms of the employment agreement, in each case within twelve months following a change in control date and
subject to Mr. Di Donato entering into a severance and release of claims agreement, then Mr. Di Donato would be entitled to receive (i) his then current base salary for a twelve-month period, (ii) if he is eligible for and elects
to receive COBRA continuation, continued payment of the Companys share of medical and dental insurance premiums for twelve months or, if earlier, until the expiration of his COBRA continuation coverage; (iii) a payment equal to his target
bonus for the fiscal year in which termination occurs; and (iv) immediate vesting and exercisability of all outstanding unvested option grants and unvested grants of restricted stock and restricted stock units.
In addition, Mr. Di Donatos employment agreement provides that, subject to approval by the Companys Compensation Committee, Mr. Di
Donato will be granted an option to purchase 500,000 shares of the Companys common stock, such option to (i) have an exercise price per share equal to the closing price per share of the Companys common stock on the Nasdaq Global
Select Market on the date of grant and (ii) vest and become exercisable, subject to Mr. Di Donatos continued service on each applicable vesting date, at a rate of 25% of the total shares underlying the option on the first anniversary
of the date of grant and as to an additional 6.25% of the total shares at the end of each successive three month period thereafter.
The foregoing summary
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 is attached hereto as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated herein by reference.