Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
Effective as of June 11, 2018, we appointed Sonja Nelson as our Chief Financial Officer. In addition, Ms. Nelson will serve as our
Principal Financial Officer.
Ms. Nelson served as our Chief Accounting Officer from May 2016 to June 2018 and served as our VP/
Corporate Controller from November 2015 to June 2018. Prior to joining the Company, Ms. Nelson was Vice President and Corporate Controller at AltheaDx, Inc., a molecular diagnostics company and was hired to prepare the company for an IPO, from
July 2014 through October 2015. Previously, Ms. Nelson was Senior Director and Controller at Cadence Pharmaceuticals, Inc. from May 2012 through June 2014. Prior to that, Ms. Nelson was Director, General Accounting at Cricket
Communications, Inc., a $3 billion wireless services provider, from September 2008 through May 2012. Ms. Nelson started out her career with KPMG LLP, holds a Bachelors degree in accounting and taxation from the University of Applied
Sciences in Pforzheim, Germany, and is a Certified Public Accountant.
Effective as of June 11, 2018, Richard Tajak has stepped down
from being our Chief Financial Officer although he will continue to assist us on various financial and accounting matters on a consulting basis.
Compensation Arrangements
We entered
into an offer letter agreement with Ms. Nelson effective as of June 11, 2018. The offer letter does not have a term and may be terminated by us or Ms. Nelson at any time.
Pursuant to the offer letter, Ms. Nelson will receive a base salary of $325,000 per year, less applicable withholdings, and she will be
eligible to earn an annual target bonus, payable in cash or stock, of up to 40% of her base salary upon achievement of performance objectives to be determined by our board of directors in its sole discretion. Ms. Nelson is also eligible to
participate in the employee benefit plans sponsored by us of general applicability to other of our senior executives. In connection with Ms. Nelsons relocation to the Los Angeles metropolitan area, Ms. Nelson will be eligible to
receive reimbursement for reasonable moving and travel costs up to an aggregate of $15,000 and for temporary housing for up to four months.
In connection with her appointment as our Chief Financial Officer, at the next board meeting Ms. Nelson will be recommended to receive an
award of restricted stock units to acquire 40,000 shares of Company common stock, pursuant to our 2015 Equity Incentive Plan. The shares subject to the restricted stock unit award will be scheduled to vest as follows, subject to
Ms. Nelsons continued service through each applicable vesting date: twenty five percent (25%) of the RSUs subject to the award shall vest twelve (12) months following the vesting commencement date on the same day of the month as the
vesting commencement date, and the remaining seventy five percent (75%) of the RSUs subject to the award shall vest annually in equal installments thereafter on the same day of the month as the vesting commencement date.
The offer letter agreement also provides benefits in connection with a termination of Ms. Nelsons employment under specified
circumstances. Under the terms of the offer letter agreement, if we terminate Ms. Nelsons employment without cause, Ms. Nelson will be entitled to a receive a lump sum payment equal to six months of her then-current base
salary less applicable withholdings, subject to her timely execution
and non-revocation of
a release of claims in a form reasonably satisfactory to us.
The summary description of Ms. Nelsons offer letter agreement set forth above does not purport to be complete and is qualified in
its entirety by reference to the full text of the offer letter agreement, a copy of which will be filed as an exhibit to our current report on Form
10-Q
for the quarter ended June 30, 2018.
Other Matters
In addition, we have previously entered into our standard form of indemnification agreement with Ms. Nelson. The form indemnification
agreement was filed with the Securities and Exchange Commission on June 19, 2015 as Exhibit 10.1 to our Registration Statement on
Form S-1/A
and is incorporated herein by reference. Ms. Nelson
has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K promulgated
under the Securities Exchange Act of 1934, as
amended, nor are any such transactions currently proposed. There are no family relationships between Ms. Nelson and any of our directors or executive officers.