Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c)
On March 21, 2023, Lauren M. Sabella was appointed by the board of directors of MannKind Corporation (the “Company”) as Executive Vice President, Chief Operating Officer of the Company, with such appointment to be effective on March 27, 2023.
Prior to her appointment as Executive Vice President, Chief Operating Officer, Ms. Sabella, age 62, served as Principal at LS Consulting Group, a strategic advisory group providing consulting services to pharmaceutical and emerging biotech companies, from September 2022 until March 2023. From September 2021 until September 2022, Ms. Sabella served as Chief Operating Officer at Acorda Therapeutics, Inc. (“Acorda”). Ms. Sabella was previously Acorda’s Chief Commercial Officer from February 2015 to September 2021. Before that, from January 2010 to February 2015, she was Acorda’s Executive Vice President, Commercial Development. Prior to that, Ms. Sabella was the Founder and Principal of Tugboat Consulting Group, an independent consulting practice assisting companies in the commercialization process. Ms. Sabella also served as Corporate Officer and Vice President of Commercial Development at Altus Pharmaceuticals Inc. (“Altus”) from May 2006 to September 2008, with responsibility for all aspects of commercialization. Prior to joining Altus, Ms. Sabella was employed by Boehringer Ingelheim Pharmaceuticals for 18 years in positions of increasing responsibility, which included over ten years of marketing experience during which she led several product launches including Mobic, an NSAID that became a $1 billion brand. In her last role, she served as Vice President of Sales, Eastern Zone, where she led the sales launch of Spiriva and ran both Primary Care and Specialty Divisions, including Neurology, Urology and Cardio/Pulmonary. Ms. Sabella holds a B.B.A. from Hofstra University.
In connection with her appointment, the Company entered into an employment offer letter with Ms. Sabella that governs the current terms of her employment with the Company. The employment offer letter provides that Ms. Sabella will receive an annual base salary of $440,000 and will be eligible to receive an annual performance bonus with a target bonus percentage equal to 50% of her base salary. The employment offer letter also provides that the Company will grant Ms. Sabella an equity award of 210,000 restricted stock units, which will vest 25% on each of the first four anniversaries of the grant date, subject to continuing service. In addition, pursuant to a Change of Control Agreement in substantially the form filed with the Securities and Exchange Commission (“SEC”) on April 7, 2017 as Exhibit 99.1 to the Company’s Current Report on Form 8-K, if Ms. Sabella’s employment is subject to an involuntary termination within two years following a change in control, she will be entitled to receive continued payment of base salary for 18 months, payment of her group health insurance premiums for up to 18 months, a prorated annual performance bonus and full accelerated vesting of any unvested equity awards. Ms. Sabella may also be entitled to receive tax gross up payments in the event any payments made in connection with a change in control are subject to the excise taxes imposed by Sections 280G and 4999 of the Internal Revenue Code.
Ms. Sabella will also enter into an indemnity agreement with the Company in the form previously filed with the SEC as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, originally filed with the SEC on April 30, 2004, as amended.
There are no family relationships between Ms. Sabella and any of the Company’s current or former directors or executive officers. Ms. Sabella is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
The foregoing summary of the employment offer letter with Ms. Sabella is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1.