Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Not applicable.
(b) and (c) Effective July 20, 2020, ImmunoGen, Inc. (referred to as “we” or “us” or “ImmunoGen”) appointed Susan Altschuller, Ph.D., as Senior Vice President and Chief Financial Officer, and designated her as our principal financial officer.
Additional biographical information concerning Dr. Altschuller, age 39, is contained in our press release dated July 20, 2020, filed as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
Effective July 20, 2020, Mark J. Enyedy, our President and Chief Executive Officer, ceased to be our principal financial officer.
(d) Not applicable.
(e) Dr. Altschuller’s annual salary has been initially set at a rate of $400,000 per year. She is also eligible for an annual cash bonus under our annual executive bonus program of up to 35% of annual base salary, prorated in the first year from her date of hire.
We also agreed to pay Dr. Altschuller a sign-on bonus in the amount of $150,000. If, within 12 months of her hire date, Dr. Altschuller’s employment is terminated by us for cause or is terminated by Dr. Altschuller for any reason other than death or disability, Dr. Altschuller will be required to reimburse us for a portion of the bonus equal to $150,000 multiplied by a fraction. The numerator of this fraction would be 365 minus the number of days Dr. Altschuller was employed by us; its denominator would be 365.
The Compensation Committee of our Board of Directors awarded Dr. Altschuller an option, effective July 20, 2020, to purchase 300,000 shares of our common stock under our 2019 Inducement Equity Incentive Plan (the “Inducement Plan”). This award will vest with respect to 25% of the covered shares on the one-year anniversary of the date of grant, and thereafter with respect to an additional 6.25% of the covered shares on each succeeding quarterly anniversary of the date of grant. In addition, the Compensation Committee awarded Dr. Altschuller a performance-based option under the Inducement Plan covering 165,500 shares of the Company’s common stock. The exercise price of both option awards is $4.74, which was the closing price of our common stock as reported on the Nasdaq Global Select Market on July 20, 2020. Both options are non-qualified options, expire on July 20, 2030 and are subject to the vesting, restrictions on transfer, and other terms and conditions set forth in the Inducement Plan and the form of non-qualified stock option agreement that was filed as Exhibit 10.2 to our current report on Form 8-K filed on December 20, 2019 with respect to the 300,000 share option and substantially the form of performance-based stock option agreement that was filed as Exhibit 10.11(f) to our annual report on Form 10-K for the year ended December 31, 2019 filed on March 11, 2020, which are incorporated herein by reference, provided that Dr. Altschuller remains an employee, director or consultant, as of each vesting date.