Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(b) Termination of Dr. Mark Bagarazzi as Chief Medical Officer
On March 6, 2019, Inovio Pharmaceuticals, Inc. (the Company) notified its Chief Medical Officer, Dr. Mark Bagarazzi, that his employment
with the Company would be terminated, effective as of April 5, 2019. Upon such notice, his service as an executive officer of the Company ceased immediately. In connection with this termination, the Company has proposed to enter into a
separation agreement with Dr. Bagarazzi, which Dr. Bagarazzi may consider for a period required by law. If executed, the material terms of the separation agreement will be described as required in the Companys filings with the
Securities and Exchange Commission, and the separation agreement would be filed as an exhibit to the Companys quarterly report on
Form 10-Q
for the quarter ending March 31, 2019.
The Company also expects to enter into a consulting agreement with Dr. Bagarazzi pursuant to which he would provide consulting services to the Company
for a specified period of time following the termination of his employment.
(c) Appointment of Jacqueline E. Shea, Ph.D., as Chief Operating Officer
On March 8, 2019, the Company appointed Jacqueline E. Shea, Ph.D., as its new Chief Operating Officer. Dr. Shea replaces the Companys
former Chief Operating Officer Dr. Niranjan Sardesai, who now serves as Chief Executive Officer of Geneos Therapeutics, Inovios majority-owned subsidiary. Dr. Shea will begin service as the Companys principal operating officer
on March 25, 2019.
Prior to joining the Company, Dr. Shea, age 53, served as chief executive officer of Aeras, a nonprofit organization
developing tuberculosis vaccines, from August 2015 to December 2018, and as its chief operating officer from April 2014 to August 2015. Dr. Shea previously served as Vice President of Business Development, Europe for Emergent BioSolutions Inc.
from May 2013 to March 2014.
There are no arrangements or understandings between Dr. Shea and any other person pursuant to which she was selected as
an officer of the Company, and there is no family relationship between Dr. Shea and any of the Companys other directors or executive officers.
The Company has entered into an employment agreement with Dr. Shea that provides for an annual base compensation of $400,000, a
one-time
signing bonus of $35,000 and an annual bonus of up to 40% of her base salary. In addition, upon commencing employment with the Company, she will be granted an option to purchase 200,000 shares of common
stock and will also be granted 50,000 restricted stock units. The options will vest over a period of three years, with
one-quarter
of the shares vesting on the date of grant and
one-quarter
of the shares vesting on each of the first, second and third anniversaries of the grant date. The restricted stock units will vest over a period of three years, with
one-third
of the shares vesting on each of the first, second and third anniversaries of the grant date. Vesting in each case is subject to Dr. Sheas continued service as an officer of the Company on
each vesting date.
The terms of Dr. Sheas employment also provide for certain severance benefits. If Dr. Shea is terminated other than on
account of death, total disability or for Cause (as defined in her employment agreement), or if Dr. Shea terminates her employment for Good Reason (as defined in her employment agreement), she will be entitled to any unpaid portion of her base
salary computed on a
pro-rata
basis through the date of termination, any unreimbursed expenses, all other accrued but unpaid rights, a severance payment in the amount of 12 months of base salary and COBRA
payments for 12 months following termination.