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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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On September 22, 2021, we announced that Roger Sidhu had been appointed as our Chief Medical Officer, effective September 20, 2021.
Employment Agreement with Roger Sidhu
We have entered into an employment agreement, effective as of September 20, 2021, with Roger Sidhu with respect to terms of his employment as our
Chief Medical Officer. The compensatory terms of the employment agreement relating to equity awards were approved by the compensation committee of the board of directors, which consists of two disinterested directors. Dr. Sidhu’s hiring, and his
employment agreement (including compensatory terms other than his equity awards), were approved by the board.
The employment agreement provides for our at-will employment of Dr. Sidhu as our Chief Medical Officer for a term commencing on September 20, 2021
and continuing until terminated by us or Dr. Sidhu.
Under the terms of the employment agreement, we will pay Dr. Sidhu an annual base salary of $447,200, which amount is subject to annual review by
the board or the compensation committee and subject to adjustment to reflect market practices among our peers in the sole discretion of the board or the compensation committee.
Dr. Sidhu will be eligible to receive an annual cash bonus award in an amount up to 40% of his base salary upon achievement of reasonable
performance targets set by the board or the compensation committee, each in its sole discretion. The bonus will be determined by the board or the compensation committee and paid annually in March in the year following the performance year on which
such bonus is based.
In accordance with the terms of the employment agreement, we granted to Dr. Sidhu, effective as of September 20, 2021, a time-based nonqualified
stock option, which we refer to as the Option Grant, and a time-based restricted stock unit grant, which we refer to as the RSU Grant. The Option Grant will cover 161,300 shares of common stock, and the RSU Grant will cover 80,650 shares of common
stock The Option Grant and the RSU Grant each will vest over four years, with vesting generally subject to Dr. Sidhu’s continued employment through the relevant vesting date. Consistent with the employment inducement grant rules set forth in
Section 711(a) of the NYSE American LLC Company Guide, the equity award to Dr. Sidhu was made as an inducement material to his entering into employment with us and was approved by the compensation committee without need for stockholder approval.
If Dr. Sidhu’s employment is terminated by us without Cause or by Dr. Sidhu for Good Reason (each such capitalized term as defined in the
employment agreement), he will be entitled to, among other things, continued base salary for nine months following the termination date and the total monthly cost of health care continuation coverage pursuant to COBRA for such period.
Notwithstanding the foregoing, if a termination without Cause or for Good Reason occurs within ninety days before or twelve months after a Change in Control (as defined in the employment agreement), Dr. Sidhu would become entitled to (a) receive
the continued-based salary and total monthly cost of health care continuation coverage described in the preceding sentence for a period of twelve months rather than nine months, (b) receive a lump sum payment of his target annual bonus and (c)
accelerated vesting in full of the Option Grant and the RSU Grant. Any of such severance benefits under the employment agreement are contingent on Dr. Sidhu entering into and not revoking a general release of claims in favor of our company.
The employment agreement provides for (a) reimbursement of reasonable business expenses, (b) participation in our benefit plans and (c) twenty
paid vacation days per year.
The employment agreement also contains customary covenants related to non-competition and non-solicitation for one year following termination of
employment, as well as customary covenants related to confidentiality, inventions and intellectual property rights.
The foregoing description of Dr. Sidhu’s employment agreement with us does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the agreement, which is included as Exhibit 10.1 to this report and is incorporated into this Item 5.02 by reference.
Background of Roger Sidhu
Dr. Sidhu served as Executive Vice President, Head of Research and Development and Chief Medical Officer of Roivant Sciences Ltd., a healthcare
company focused on applying technology to drug development, from July 2020 to July 2021. From January 2018 to January 2020, Dr. Sidhu was Vice President, Clinical Development of Kite Pharma, Inc., a pharmaceutical company focused on cell therapy
and subsidiary of Gilead Sciences, Inc. Dr. Sidhu was Chief Medical Officer of Cell Design Labs, Inc., a biotechnology company developing cell-based therapies, from February 2017 to January 2018. From 2009 to January 2017, Dr. Sidhu served Amgen,
Inc., a biopharmaceutical company, in various roles of increasing responsibility, including Global Product General Manager, Translational Sciences, from May 2016 to January 2017. Dr. Sidhu holds an M.D. from Queen's University and a BSc in
Biochemistry from the University of Alberta. Dr. Sidhu is 45 years old.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On September 20, 2021, we further amended and restated our Amended and Restated Bylaws for the purpose of (a) deleting the position of chief
financial officer from the list of our required officers and (b) delegating the responsibilities previously assigned to the chief financial officer to the person serving in the role of principal financial officer. Sandra Gurrola, our Vice President
of Finance, currently serves as our principal financial officer.
A copy of our Amended and Restated Bylaws as of September 20, 2021 is attached as Exhibit 3.2 to this report, and a copy of our Amended and
Restated Bylaws as of September 20, 2021 marked to show all changes from our former Amended and Restated Bylaws is attached as Exhibit 3.2(a) to this report.
The foregoing description of the amendments effected by the Amended and Restated Bylaws is qualified in its entirety by
reference to Exhibits 3.2 and 3.2(a) to this report, which are incorporated into this Item 5.03 by reference.