Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 18, 2017, Voyager Therapeutics, Inc. (the “Company”) announced that it had entered into an employment agreement, effective September 11, 2017, with Matthew Ottmer appointing him as the Company’s Chief Operating Officer (the “Ottmer Agreement”).
Mr. Ottmer, age 46, previously served as the Chief Operating Officer of Momenta Pharmaceuticals, Inc., a biopharmaceutical company, from December 2015 to April 2017. Prior to joining Momenta Pharmaceuticals, Mr. Ottmer served as Senior Vice President, Strategy & Emerging Businesses of Biogen, Inc., a biotechnology company, from July 2014 to July 2015. Prior to his appointment as Senior Vice President, Mr. Ottmer held various other positions of increasing responsibility at Biogen from 1999 to 2015 including serving as Head of the Tysabri business from March 2012 to July 2014 and as Chief of Staff to the Chief Executive Officer from October 2010 to March 2012. Mr. Ottmer received his B.A. in Political Science from the University of Michigan and his M.B.A. from Northwestern University’s Kellogg School of Management.
Pursuant to the Ottmer Agreement, Mr. Ottmer will report to the Company’s Chief Executive Officer, and his base annual salary will be $400,000. Going forward, Mr. Ottmer will be eligible to receive an annual performance bonus targeted at 35% of his base salary, with the actual amount of such bonus, if any, to be determined by the Company’s Board of Directors. Mr. Ottmer will also be entitled to participate in the benefits and insurance programs generally available to all Company employees.
In connection with his hiring, Mr. Ottmer will receive an option to purchase 250,000 shares of the Company’s common stock (with a per-share exercise price equal to the closing price of the Company’s common stock on the NASDAQ Global Select Market on the date of grant), with a 10-year term. Twenty-five percent of the shares underlying the award will vest on the first anniversary of the grant date with the remaining seventy-five percent to vest monthly over the subsequent 36-month period, subject to Mr. Ottmer’s continued employment with the Company over such period. The stock option will be granted under the Company’s 2015 Stock Option and Incentive Plan.
The Ottmer Agreement provides further that, if Mr. Ottmer is terminated without cause or resigns for good reason, he will be entitled to severance as follows: continuation of base salary for twelve (12) months plus an amount equal to one times his pro rata annual bonus, payable over twelve months, and continuation of group health plan benefits for up to twelve (12) months to the extent authorized by and consistent with COBRA. “Cause” and “good reason” are as defined in the Ottmer Agreement. In the event that such termination without cause or resignation for good reason occurs within a twelve-month period following a sale event (as defined in the Ottmer Agreement), Mr. Ottmer will also be entitled to acceleration of time-based vesting on any equity awards held by Mr. Ottmer at such time.
The foregoing summary of the Ottmer Agreement is qualified in its entirety by reference to the complete text of the Ottmer Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with Mr. Ottmer’s appointment, effective September 14, 2017, the Board of Directors of the Company designated Mr. Ottmer as an “executive officer” of the Company as such term is defined under Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and an “officer” as such term is defined under Rule 16a-1(f) of the Exchange Act. Mr. Ottmer has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Ottmer and any other person pursuant to which he is being appointed as the principal operating officer of the Company.
In reliance on the instruction to paragraph (c) of Item 5.02 of Form 8-K, the Company has delayed the filing of this Current Report on Form 8-K until the date of the public announcement of the events described herein.