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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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Retirement of Chief Financial Officer
On
December 7, 2017, Tandem Diabetes Care, Inc. (the “Company”) announced that John Cajigas, its Executive Vice President, Chief Financial Officer and Treasurer, will retire effective as of December 31, 2017 (the “Separation
Date”).
In connection with his retirement, the Company entered into a Retirement and Separation Agreement with Mr. Cajigas on
December 7, 2017 (the “Retirement Agreement”). The Retirement Agreement provides that Mr. Cajigas will continue to serve as a full-time employee of the Company through the Separation Date. The Retirement Agreement terminates the
Amended and Restated Severance Agreement, dated November 4, 2013, entered into by and between the Company and Mr. Cajigas.
The
Retirement Agreement provides that the Company will, among other things, provide Mr. Cajigas with the following: (i) any salary that has accrued but was not paid as of the Separation Date, (ii) payment for any accrued but unused
vacation days as of the Separation Date, (iii) a cash severance payment in the aggregate amount of $375,000, of which $150,000 shall be paid on January 5, 2018, and $225,000 of which shall be paid in equal installments in a manner
consistent with the Company’s customary payroll schedule commencing on July 6, 2018 and ending on December 31, 2018, in each case minus appropriate withholding and payroll deductions, (iv) continued eligibility for a cash
incentive bonus earned with respect to the fiscal year ending December 31, 2017 (any such bonus, the “2017 Cash Bonus”) regardless of his employment status on the actual payment date, (v) a cash payment for group medical
insurance coverage in an amount not to exceed $27,700 in the aggregate, which amount shall be paid no later than December 31, 2018, and (vi) a
one-time
grant of 80,000 unregistered shares of the
Company’s common stock. The determination of the actual 2017 Cash Bonus, if any, remains subject to final determination by the Compensation Committee of the Board of Directors (the “Committee”), but in any event will be determined for
Mr. Cajigas using the same methodology applied to all of the Company’s executive vice presidents. The 2017 Cash Bonus will be paid to Mr. Cajigas at the same time as bonuses, if any, are paid to the Company’s other executive
officers.
In addition, certain stock options previously granted to Mr. Cajigas will become immediately vested in full, and the
period during which he shall be permitted to exercise the options shall be extended to December 31, 2019, subject to earlier termination as described in the Retirement Agreement. The remaining outstanding stock options shall continue to be
subject to the terms of the applicable stock option plan and the stock option award agreements pursuant to which they were issued.
Mr. Cajigas’ receipt of the aforementioned payments and benefits under the Retirement Agreement is conditioned upon, among other
things, (i) the effectiveness of the Retirement Agreement, and (ii) Mr. Cajigas’ continued compliance with the terms of the Retirement Agreement, and any other written agreement between Mr. Cajigas and the Company, including
an Employee Proprietary Information Agreement.
The description of the Retirement Agreement does not purport to be complete and is
qualified in its entirety by reference to the complete text of the agreement, which will be filed as an exhibit to the Company’s Annual Report on
Form 10-K
for the year ended December 31, 2017.
Appointment of Chief Financial Officer
On December 7, 2017, the Company announced that Leigh Vosseller, who is currently serving as the Company’s Senior Vice President of
Finance, will be appointed as Chief Financial Officer effective as of January 1, 2018.
Ms. Vosseller joined the Company in
September 2013 as Vice President of Finance. Prior to that time, she served as vice president and CFO at Genoptix, Inc. (a Novartis company) beginning in 2011, after initially joining the company in 2008. Prior to that she held a senior finance
position at Biosite Incorporated where she played a key role in developing the financial and administrative infrastructure for international expansion. Ms. Vosseller is a certified public accountant (inactive) and holds a bachelor’s degree
in accounting from Missouri State University.
No changes are being made to Ms. Vosseller’s compensation arrangements with the
Company at this time, provided that the Committee may consider appropriate changes in the future.
No Arrangements / No Family Relationships / No Related Party Transactions
There are no arrangements or understandings between Ms. Vosseller and any other person pursuant to which she was selected to serve as
Chief Financial Officer. There are no family relationships between Ms. Vosseller and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Except for her existing employment
relationship with the Company and the compensation arrangements arising in connection therewith, there are no relationships involving Ms. Vosseller that are required to be reported pursuant to Item 404(a) of
Regulation S-K.
Issuance of Press Release
On December 7, 2017, the Company issued a press release announcing the retirement of Mr. Cajigas as Executive Vice President, Chief
Financial Officer and Treasurer and the anticipated appointment of Ms. Vosseller as Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1. The press release is being furnished with this Current Report and
shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.