Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 15, 2019, BioDelivery Sciences International, Inc.
(the “Company”) appointed Terry Coelho as Chief Financial Officer. Ms. Coelho will also serve as the Company’s principal financial officer and principal accounting officer. Ms. Coelho replaced Ernest De Paolantonio in these
positions effective as of January 15, 2019. Mr. De Paolantonio will remain at the Company past such date in order to allow for an orderly transition.
In connection with Ms. Coelho’s appointments, the Company also entered into an employment agreement with her, effective as of January 15, 2019.
The employment agreement provides for an
at-will
employment arrangement. The employment agreement provides for an initial annual base salary of $385,000 and an annual performance-based incentive cash bonus in
an amount initially targeted at 45% of Ms. Coelho’s then-current base salary.
If Ms. Coelho’s employment is terminated by the Company
other than for cause (as defined in her employment agreement), as a result of her death or disability or by Ms. Coelho for good reason (as defined in her employment agreement), and provided that Ms. Coelho signs and does not revoke a
general release of claims against the Company, the Company will provide Ms. Coelho with a
one-time
cash severance payment equal to 100% of her annual base salary plus the
pro-rated
share of any earned annual bonus. If Ms. Coelho’s employment is terminated for cause, the Company will pay Ms. Coelho her salary and expenses reimbursable incurred through the date of
termination.
In addition, if Ms. Coelho’s employment is terminated by the Company or its successor without cause (as defined in her employment
agreement) within twelve months following the occurrence of a change of control (as defined in her employment agreement), and provided that Ms. Coelho signs and does not revoke a general release of claims against the Company, in lieu of the
severance payment, (i) Ms. Coelho will be entitled to a
one-time
cash separation payment equal to 150% of her then current annual base salary and a
one-time
cash payment of 100% of her annual bonus target; (ii) Ms. Coelho will maintain any rights she may have been specifically granted pursuant to the Company or its successor’s retirement plans, supplementary retirement plans, profit
sharing and savings plans, healthcare, 401(k) and any other employee benefit plans sponsored by the Company or its successor and (iii) all unvested time-based options, restricted stock units or other equity securities to acquire shares of the
Company’s common stock granted to her under the Company’s 2011 Equity Incentive Plan or similar plan shall immediately become fully vested and shall be exercisable to the extent provided in the plan.
In connection with her appointment on January 15, 2019, Ms. Coelho will be granted stock options to purchase shares of the Company’s common
stock with a value of $400,000 with a strike price based on the
30-day
VWAP preceding her grant date and 55,000 restricted stock units. The options and restricted stock units will vest annually in 1/3
increments over 3 years, beginning on the
one-year
anniversary of her start date. The option is subject to Ms. Coelho’s continued service with the Company through the applicable vesting dates and to
acceleration upon the occurrence of certain events as set forth in the option agreement and her employment agreement.
The foregoing description of the
terms of Ms. Coelho’s employment agreement does not purport to be complete and is qualified in their entirety by reference to the complete text of the Employment Agreement, which will be filed as an exhibit to the Company’s Quarterly
Report on Form
10-Q
for the period ended March 31, 2019.
Prior to joining the Company, Ms. Coelho, 57,
served as the Chief Financial Officer & Treasurer for Balchem Corporation from October 2017 to October 2018. Prior to that, Ms. Coelho served as Chief Operating Officer of Diversey, Inc. from September 2017 to October 2017. Prior
to that role, Ms. Coelho served as Vice President Finance and Global Commercial Excellence for Diversey Care, a division of Sealed Air Corporation, from February 2016 to August 2017 and Vice President Finance for Diversey Care from October 2014
to February 2016. Prior to joining Diversey Care, Ms. Coelho served as the Global Head of Oncology Development Finance for Novartis Pharmaceuticals Corporation, a multinational pharmaceutical company, from March 2010 to October
2014. Ms. Coelho has also held numerous roles of increasing responsibility with Novartis from 2007 through 2014 and with Mars Inc., a global manufacturer of confectionery, pet food and other food products, from 1987 to 2007.
Ms. Coelho holds an M.B.A. in Finance from IBMEC in Brazil, and a B.A. in both Economics and International Relations, summa cum laude, from The American University School of International Service, in Washington, DC.