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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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Appointment of Chief Financial Officer
On November 23, 2020, Iovance Biotherapeutics,
Inc. (the “Company”) entered into an Executive Employment Agreement with Jean-Marc Bellemin (the “Agreement”),
pursuant to which Mr. Bellemin shall be appointed as the new Chief Financial Officer and Treasurer of the Company, effective December
14, 2020 (the “Effective Date”). On the Effective Date, Mr. Bellemin will replace Michael C. Swartzburg, the Company’s
Vice President, Finance, as the Company’s Principal Financial Officer. Mr. Swartzburg will remain the Company’s Principal
Accounting Officer.
Under the Agreement, the Company agreed
to pay Mr. Bellemin an annual base salary of $450,000. In addition, the Company agreed to grant Mr. Bellemin an option (the “Option”)
to purchase up to an aggregate of 150,000 shares of the Company’s common stock. The grant of the Option will become effective
on the Effective Date, will have a ten-year term, and will have an exercise price equal to the closing trading price of the Company’s
common stock on the Effective Date. Provided that Mr. Bellemin is still employed with the Company on the following dates, the Option
will vest in installments as follows: (i) options for the purchase of one-third of the 150,000 shares shall vest on the one-year
anniversary of the Effective Date; and (ii) the remaining options shall vest as to one-twelfth of 150,000 shares at the end of
each quarter over the next two years, commencing with the first quarter following the first anniversary of the Effective Date.
Upon the termination of Executive’s employment with the Company, except as otherwise provided in the Agreement, the unvested
Options will be forfeited and returned to the Company.
Mr. Bellemin will be eligible to participate
in the Company’s annual cash bonus program applicable to executive employees, as approved annually by the Board of Directors.
The maximum potential amount payable to Mr. Bellemin under the bonus plan, if earned, will be 40% of his base salary earned during
the applicable calendar year. Compensation under the bonus plan will be conditioned on the satisfaction of individual and corporate
objectives, as established in writing by the Company, and on the condition that Mr. Bellemin is still employed by the Company on
the payment date of the bonus compensation.
Mr. Bellemin’s employment with the
Company will be “at-will” and will not be for any specific period of time. If the Company terminates Mr. Bellemin without
cause, Mr. Bellemin will receive (i) his base salary through the date of termination; (ii) a severance payment equal to six months
of his then base salary, provided he satisfies the severance conditions set forth in the Agreement; and (iii) any benefits required
to be paid in accordance with applicable benefit plans through the date of termination. Mr. Bellemin will also be entitled to certain
severance payments if he is terminated without cause in connection with a “change of control” (as defined in the Agreement)
of the Company.
Mr. Bellemin, 48, served as Executive Vice
President of Finance and Chief Financial Officer of Gritstone Oncology, Inc., from January 2018 to November 2020. Prior to Gritstone,
from January 2008 to December 2017, Mr. Bellemin served as senior vice president, market access, business solutions and services
of Actelion Pharmaceuticals US Inc., or Actelion, a biotechnology company, until Actelion was acquired by Johnson & Johnson
in 2017. Prior to Actelion, Mr. Bellemin held several financial leadership roles at Guerbet Group. Mr. Bellemin received a university
degree in economics, a master’s degree in finance from Université Paris Dauphine, a postgraduate degree in finance
and accounting from Université Paris II Panthéon-Assas and an M.B.A. degree from the ESSEC Business School in Paris,
France.
There are no arrangements or understandings
between Mr. Bellemin and any other persons pursuant to which he was chosen as an officer of the Company. There are no family relationships
between Mr. Bellemin and any of the Company’s directors, executive officers, or persons nominated or chosen by the Company
to become a director or executive officer. Mr. Bellemin is not a party to any current or proposed transaction with the Company
for which disclosure is required under Item 404(a) of Regulation S-K. The Agreement with Mr. Bellemin will be filed with a subsequent
Exchange Act filing by the Company.
The Company elected to delay the filing
of the disclosure of the appointment of Mr. Bellemin as Chief Financial Officer until the public announcement of his appointment
in accordance with the instruction to paragraph (c) of Item 5.02(c) of Form 8-K.