Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Jeremy Gowler as Chief Operating Officer and Chief Commercial Officer
On December 6, 2022, Invivyd, Inc. (the “Company”) announced the appointment of Jeremy Gowler, age 46, as the Company’s Chief Operating Officer and Chief Commercial Officer, effective as of December 16, 2022 (the “Gowler Effective Date”). Mr. Gowler was appointed Chief Operating Officer and Chief Commercial Officer by the Board of Directors (the “Board”) of the Company on September 16, 2022.
Mr. Gowler has 20 years of experience in senior commercial leadership roles in the pharmaceutical and biotech industry. Most recently, Mr. Gowler has held the role of Global Head of Commercial for the Biopharmaceutical business of Sandoz (a division of Novartis) from April 2020 until his departure in December 2022 to join the Company. Mr. Gowler started his career in the pharmaceutical industry in 2002 with Novartis as a medical representative. He progressed through roles of increasing responsibility with Novartis in the areas of marketing, sales, medical affairs and operations in Canada, the US and in Switzerland until his departure in 2014. Mr. Gowler then joined PaxVax, a private equity backed biotechnology company, which was focused on developing and commercializing specialty human vaccines. He held the role of VP, Global Commercial at PaxVax from 2014 to October 2018. PaxVax was sold to Emergent Biosolutions in 2018, where Mr. Gowler became VP of Global Commercial for Emergent’s vaccines business unit until his departure for Sandoz in October 2020. Mr. Gowler holds a BSc with a double major in Biology and Environmental Studies from the University of Victoria and a Dipl T in Marketing Management from the British Columbia Institute of Technology.
In connection with Mr. Gowler’s appointment, the Company entered into an employment agreement with Mr. Gowler (the “Employment Agreement”). The Employment Agreement provides that Mr. Gowler’s employment will continue until either the Company or Mr. Gowler terminates Mr. Gowler’s employment in accordance with the terms of the Employment Agreement.
Pursuant to the Employment Agreement, Mr. Gowler is entitled to receive an annual base salary of $440,000, which will be reviewed at least annually and will be subject to adjustment from time to time, as determined by the Board or the Compensation Committee of the Board (the “Compensation Committee”). In addition, pursuant to the Employment Agreement, Mr. Gowler is entitled to receive a one-time signing bonus of $150,000 within 30 days from the Gowler Effective Date, which will be earned on the twelve (12) month anniversary of the Gowler Effective Date and subject to potential repayment as contemplated in the Employment Agreement. In addition, pursuant to the Employment Agreement, Mr. Gowler is eligible to receive an annual cash bonus, which is based on the achievement of certain performance goals and objectives as reasonably determined by the Compensation Committee, calculated as a percentage of his annual base salary, and which will be determined by the Compensation Committee. Mr. Gowler’s initial target annual bonus is 40% of his annual base salary in effect on January 1st of the applicable performance period. For calendar year 2022, Mr. Gowler will be eligible to earn his full target bonus based on his base salary as of the Gowler Effective Date even though he will not be employed by the Company for the full calendar year, provided however the amount earned and paid will be in the sole discretion of the Compensation Committee consistent with the determinations of the Compensation Committee of the corporate multiplier for calendar year 2022.
In addition, the Company granted Mr. Gowler an option to purchase 625,000 shares of the Company’s common stock at an exercise price equal to the closing sales price for the Company’s common stock as quoted on the Nasdaq Stock Market on the Gowler Effective Date (the “Option Grant”). Twenty-five percent of the shares underlying the Option Grant will vest on the first anniversary of the Gowler Effective Date with the remaining shares underlying the Option Grant vesting over the subsequent three-year period in substantially equal monthly installments at a rate of 1/48th of the total shares subject to the Option Grant each month, subject to Mr. Gowler’s continuous service to the Company as of each vesting date. The Option Grant was made pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”) and the Company’s form of option award agreement (the “Award Agreement”).