Item 5.02. Departure of Directors or Certain Officers; Election
of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 5, 2022, Blueprint Medicines Corporation (the “Company”)
announced that, effective April 4, 2022 (the “Transition Date”), Jeffrey Albers will transition from his role as Chief Executive
Officer and President of the Company and will become Executive Chairman. Mr. Albers will serve as Executive Chairman through December
31, 2022, with continued service as Chairman of the Board of Directors thereafter.
On the same date, the Company announced that Kathryn Haviland, currently
the Company’s Chief Operating Officer, has been appointed by the Board of Directors to serve as the Company’s Chief Executive
Officer and President, effective as of the Transition Date. In connection with her appointment as Chief Executive Officer and President,
Ms. Haviland will replace Mr. Albers as the Company’s principal executive officer. Additionally, on the same date, the Company announced
that Christina Rossi, currently the Company’s Chief Commercial Officer, has been appointed by the Board of Directors to serve as
the Company’s Chief Operating Officer, effective as of the Transition Date.
The Board of Directors also approved an increase in the size of the
Board of Directors to ten members and in the size of Class II from three to four, and the appointment of Ms. Haviland as a Class II director,
in each case effective as of the Transition Date. Ms. Haviland will serve as a Class II director of the Company until the Company’s
2023 annual meeting of stockholders. The Board of Directors believes Ms. Haviland is qualified to serve as a member of the Board of Directors
because of her extensive experience in the pharmaceutical industry and her intimate understanding of the Company’s business and
strategy. No arrangement or understanding exists between Ms. Haviland and any other person pursuant to which Ms. Haviland was selected
as a director of the Company.
In connection with this transition, on January 4, 2022, Mr. Albers
entered into an amended and restated employment agreement, effective as of the Transition Date (the “Albers Agreement”), pursuant
to which Mr. Albers will continue to receive an annual base salary of $425,000. For the period beginning on January 1, 2022 and ending
on April 3, 2022 (the “Transition Period”), Mr. Albers is eligible to earn pro-rated incentive compensation in connection
with his services as President and Chief Executive Officer of the Company during such period based on a target bonus percentage of 70%
(as a percentage of annualized base salary, weighted 100% with respect to the Company’s goals for the fiscal year ended December
31, 2022 and 0% with respect to individual goals), provided Mr. Albers remains a member of the Company’s Board of Directors on the
day such incentive compensation is paid. In connection with this transition, Mr. Albers was granted options to purchase 15,000 shares
of the Company’s common stock, 25% of which will vest upon the one year anniversary of the earlier of (a) the date on which annual
equity awards are granted to the Company’s employees for 2022 and (b) the Transition Date (the “Grant Date”) and 75%
of which shall thereafter vest ratably in monthly installments over 36 months, subject to continued service through each applicable vesting
date, and 7,500 restricted stock units, which shall vest ratably in annual installments over four years beginning on the one year anniversary
of the Grant Date, subject to continued service through each applicable vesting date. Mr. Albers’ existing equity awards will continue
to vest in accordance with their terms.
On January 4, 2022, Ms. Haviland entered into an amended and restated
employment agreement, effective as of the Transition Date (the “Haviland Agreement”), pursuant to which she will receive an
annual base salary of $745,000 and her target annual incentive compensation shall be 70% of her annual base salary, weighted 100% on Company
performance. During the Transition Period, Ms. Haviland is eligible to earn prorated incentive compensation under her existing employment
agreement in connection with her services as Chief Operating Officer of the Company during such period based on Ms. Haviland’s target
annual incentive compensation equal to 60% of her annual base salary as in effect during such period (which shall be weighed 75% on Company
performance and 25% on Ms. Haviland’s individual performance), provided Ms. Haviland remains employed by the Company on the day
such incentive compensation is paid. In connection with her appointment, Ms. Haviland was granted options to purchase 80,000 shares of
the Company’s common stock, 25% of which will vest upon the one year anniversary of the Grant Date and 75% of which shall thereafter
vest ratably in monthly installments over 36 months subject to continued service through each applicable vesting date, and 40,000 restricted
stock units, which shall vest ratably in annual installments over four years beginning on the one-year anniversary of the Grant Date subject
to continued service through each applicable vesting date. Ms. Haviland’s existing equity awards will continue to vest in accordance
with their terms.
Also on January 4, 2022, Ms. Rossi entered into an amended and restated
employment agreement, effective as of the Transition Date (the “Rossi Agreement”), pursuant to which she will receive an annual
base salary of $581,510 and her target annual incentive compensation shall be 60% of her base salary, weighted 75% on Company performance
and 25% on Ms. Rossi’s individual performance. During the Transition Period, Ms. Rossi is eligible to earn prorated incentive compensation
under her existing employment agreement in connection with her services as Chief Commercial Officer of the Company during such period
based on Ms. Rossi’s target annual incentive compensation equal to 50% of her annual base salary as in effect during such period
(which shall be weighed 75% on Company performance and 25% on Ms. Rossi’s individual performance), provided Ms. Rossi remains employed
by the Company on the day such incentive compensation is paid. In connection with her appointment, Ms. Rossi was granted options to purchase
30,000 shares of the Company’s common stock, 25% of which will vest upon the one year anniversary of the Grant Date and 75% of which
shall thereafter vest ratably in monthly installments over 36 months subject to continued service through each applicable vesting date,
and 15,000 restricted stock units, which shall vest ratably in annual installments over four years beginning on the one year anniversary
of the Grant Date subject to continued service through each applicable vesting date. Ms. Rossi’s existing equity awards will continue
to vest in accordance with their terms.
The foregoing descriptions of
the Albers Agreement, the Haviland Agreement and the Rossi Agreement are qualified in their entirety by reference to the complete text
of each such agreement, which are attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, and incorporated
by reference herein.
Biographical information regarding Ms. Haviland and Ms. Rossi is set
forth in the Company’s proxy statement for its 2021 annual meeting of stockholders, as filed with the U.S. Securities and Exchange
Commission on April 21, 2021, and such information is incorporated by reference herein. No arrangement or understanding exists between
Ms. Haviland and any other person pursuant to which Ms. Haviland was selected to serve as Chief Executive Officer and President of the
Company, nor between Ms. Rossi and any other person pursuant to which Ms. Rossi was selected to serve as Chief Operating Officer of the
Company. There have been no related party transactions between the Company or any of its subsidiaries and Ms. Haviland or Ms. Rossi reportable
under Item 404(a) of Regulation S-K. Neither Ms. Haviland nor Ms. Rossi have a family relationship with any of our directors or executive
officers.