| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
July 19, 2022, Celsion Corporation (the “Company”) announced that Dr. Corinne Le Goff has been appointed to the positions
of President and Chief Executive Officer of the Company and will serve as a director on the Company’s Board of Directors (the “Board”),
effective as of July 18, 2022. Michael H. Tardugno, the Company’s current Chairman, President and Chief Executive Officer, will
transition from his current role to the position of Executive Chairman of the Board.
Dr.
Le Goff (age 56) served as Chief Commercial Officer of Moderna, Inc. from January 2021 through January 2022. Dr. Le Goff served as Senior
Vice President and General Manager of the U.S. Business Organization at Amgen, Inc. from March 2019 to January 2021. During her tenure
at Amgen, she also served as Senior Vice President of Global Product Strategy from June 2018 to March 2019, and Senior Vice President
of the Europe Region from June 2015 to May 2018. Dr. Le Goff held various positions within the Roche Group, a publicly traded Swiss multinational
healthcare company, including President of Roche’s French affiliate from May 2012 to May 2015. Dr. Le Goff served on the board
of directors of the Pacific Council on International Policy from October 2019 to December 2020. Dr. Le Goff also served on the board
of directors of CFAO, a trading company, from October 2014 until October 2020, where she served as a member of the Nomination and Compensation
Committee, the Sustainable Development Committee and the Audit Committee. Dr. Le Goff has served on the board of directors of Longboard
Pharmaceuticals, Inc. since March 2021, where she serves as a member of the Compensation Committee and the Audit Committee. Dr. Le Goff
also a director of Acticor Biotech, and of EuroAPI. Dr. Le Goff received a Pharm. D. from the University Paris V and an M.B.A.
in Marketing from La Sorbonne University, France.
There
is no family relationship between Dr. Le Goff and any other director or executive officer of the Company. There are no transactions between
the Company and Dr. Le Goff disclosable pursuant to Item 404(a) of Regulation S-K.
In
connection with her appointment as President and Chief Executive Officer, Dr. Le Goff entered into an employment agreement with the Company
(the “Le Goff Employment Agreement”), effective as of July 18, 2022. Pursuant to the Le Goff Employment Agreement, the Company
will pay Dr. Le Goff an initial salary of $624,000 and a signing bonus $50,000. Dr. Le Goff’s targeted annual performance bonus
is 72% of her annual base salary. Any annual bonus for the year ended December 31, 2022 will be pro-rated. Dr. Le Goff will also receive
(i) an option to purchase 177,000 shares of the Company’s common stock that will vest with respect to 25% of the subject shares
on July 18, 2023 and the remaining 75% percent will vest in equal quarterly installments thereafter such that the stock option will be
fully vested and exercisable as of the fourth anniversary of July 18, 2022, and (ii) a restricted stock award of 53,000 restricted shares
that will vest on July 18, 2023. Dr. Le Goff will not receive any additional compensation for her service on the Board. The Le Goff Employment
Agreement has no set term of employment. In the event of termination by the Company other than for cause, Dr. Le Goff will receive an
amount equal to one year’s salary as a severance payment.
The
stock options and restricted shares will be granted outside the Company’s 2018 Stock Incentive Plan, as an inducement material
to Dr. Le Goff’s entry into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). Dr. Le Goff
will also receive annual reimbursements of up to $75,000 for two years to cover Dr. Le Goff’s relocation expenses from Massachusetts
to New Jersey, which are subject to a repayment obligation in the event that she leaves the Company within a specified period. The Company
will reimburse Dr. Le Goff for reasonable business expenses and Dr. Le Goff will also receive an annual $12,000 expense allowance, which
will be prorated for 2022.
In
connection with his transition to the role of Executive Chairman, Mr. Tardugno entered into an employment agreement (the “Tardugno
Employment Agreement” and together with the Le Goff Employment Agreement, the “Employment Agreements”), effective as
of July 18, 2022, that supersedes his prior employment agreement with the Company. The Tardugno Employment Agreement has a term ending
on December 31, 2024 with the option for a one year extension. Mr. Tardugno will receive a base salary of $500,000 (prorated to $240,000)
for 2022 and a base salary of $350,000 for 2023 and 2024. Mr. Tardugno will remain eligible for annual performance bonuses and equity
awards and may participate in all compensation and benefit programs generally made available to other senior executives. The Company
will reimburse Mr. Tardugno for all reasonable business expenses. In the event of termination by the Company other than for cause, Mr.
Tardugno will receive an amount equal to one year’s salary as a severance payment.
The
foregoing descriptions of the Employment Agreements do not purport to be complete and are qualified in their entirety by the full text
of the Employment Agreements, copies of which are attached to this Current Report on Form 8-K as exhibits 10.1 and 10.2 hereto.