Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Principal Officers.
Appointment of Officer
On May 22, 2018, Innoviva, Inc. (the Company or Innoviva) announced the hiring and appointment
of Geoffrey Hulme as interim Principal Executive Officer, effective as of May 21, 2018. Mr. Hulme reports directly to the Board of Directors of the Company (the Board).
In connection with his hiring, the Company and Mr. Hulme entered into an offer letter and the Companys standard form of invention assignment agreement. Mr. Hulmes offer letter provides for an initial base salary of $300,000 per year and annual bonus eligibility with an annual target payout of 60% of his base salary. Pursuant to Mr. Hulmes offer letter, subject to the approval of the Companys Board or its Compensation Committee, Mr. Hulme will be granted a nonstatutory stock option to purchase a number of shares of the Companys Common Stock to be determined by the Companys Board or its Compensation Committee. If the Company terminates Mr. Hulmes employment for any reason other than cause prior to May 21, 2019 (the One-year Anniversary), subject to Mr. Hulme executing a general release of all claims in favor of the Company, the Company will pay him a lump-sum in cash equal to the product of (i) $25,000, multiplied by (ii) the number of full months remaining until the One-year Anniversary. In addition, if the Company terminates Mr. Hulmes employment for any reason other than cause following the One-year Anniversary, subject to Mr. Hulme executing a general release of all claims in favor of the Company, Mr. Hulme will remain eligible to receive a pro-rata bonus (based on the number of full months of employment completed in the year of termination) for the year of termination, subject to the terms and conditions of the Companys bonus program in effect at the time of termination (other than continued employment) including the achievement of any performance conditions, payable at the same time as bonuses are paid to active employees.
The foregoing description of the terms and conditions of the offer letter does not purport to be complete and is qualified in its entirety by reference to the full text of the offer letter, which will be filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the period ending June 30, 2018.
Prior to his hiring, Mr. Hulme, age 51, served as the owner and manager of Steel Valley Capital LLC since 2016 and Steel Valley Advisors LLC, a Registered Investment Adviser since 2017. Previously, from 1998 to 2015, he worked at Amici Capital, LLC, serving in various roles, including as Director of Research, a portfolio manager and a director of various funds managed by Amici. Mr. Hulme earned a Bachelors of Science degree in Business Administration with a concentration in Finance, summa cum laude, from Villanova University.
Mr. Hulme and the Company will also enter into an indemnification agreement requiring the Company to indemnify him to the fullest extent permitted under Delaware law with respect to his service as an officer of the Company. The indemnification agreement will be in substantially the form entered into with the Companys other executive officers. This form of indemnification agreement is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
Mr. Hulme succeeds Eric dEsparbes as the Companys interim Principal Executive Officer. Following Mr. Hulmes appointment, Mr. dEsparbes will continue in his role as Senior Vice President and Chief Financial Officer.
A copy of the press release announcing Mr. Hulmes appointment is attached hereto as Exhibit 99.2.
On May 18, 2018, Board approved an amendment to the Innoviva, Inc. 2009 Severance Plan (the Plan) to provide that officers hired on or after May 18, 2018 or employees promoted to an officer level position on or after May 18, 2018 would not be eligible for benefits under the Plan (the Amendment), including Mr. Hulme. The Amendment did not change the severance benefits provided to eligible executives that commenced employment prior to the date of the Amendment.
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