Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)On May 7, 2021, David Arkowitz informed us of his intention to resign his employment. Mr. Arkowitz’s last day of employment is expected to be May 31, 2021.
(c)On May 12, 2021, the Board of Directors of Flexion (the “Board”) appointed Frederick W. Driscoll as Chief Financial Officer, principal financial officer, and principal accounting officer, effective upon the termination of Mr. Arkowitz’s employment with Flexion.
Mr. Driscoll, age 70, served as Chief Financial Officer of Flexion from 2013 to 2017. Prior to joining Flexion in 2013, Mr. Driscoll served as Chief Financial Officer at Novavax, Inc., a publicly traded biopharmaceutical company, starting in 2009; Chief Executive Officer at Genelabs Technologies, Inc., a publicly traded biopharmaceutical and diagnostics company, from 2008 to 2009, and as its Chief Financial Officer from 2007 to 2008; Chief Financial Officer at Astraris, Inc., a private biotechnology company, from 2006 to 2007; and Chief Executive Officer at OXiGENE, Inc., a biopharmaceutical company, from 2002 to 2006. Mr. Driscoll earned a bachelor’s degree in accounting and finance from Bentley University.
There are no arrangements or understandings between Mr. Driscoll and any other person pursuant to which he was appointed as an officer of Flexion, and there is no family relationship between Mr. Driscoll and any of Flexion’s directors or executive officers.
Employment Terms for Mr. Driscoll
In connection with his appointment as Chief Financial Officer, Mr. Driscoll is expected to enter into an employment agreement with Flexion based on terms approved by the Board. Per these terms, Mr. Driscoll would be initially entitled to receive an annual base salary of $445,000 and an annual bonus of up to 45% of his annual base salary (pro-rated for 2021) based upon the Board’s assessment of Flexion’s attainment of targeted goals in the Board’s sole discretion. As approved by the Board, Mr. Driscoll would be awarded an option to purchase 168,000 shares of Flexion’s common stock and a restricted stock unit award covering 28,000 shares of common stock pursuant to Flexion’s 2013 Equity Incentive Plan. With respect to the option shares, 25% would vest on the first anniversary of Mr. Driscoll’s start date, with the remainder vesting in 36 equal monthly installments thereafter, subject to Mr. Driscoll’s continued service. With respect to the restricted stock unit award, 25% of the shares would vest on each one-year anniversary of Mr. Driscoll’s employment commencement date, such that all of the shares subject to the restricted stock unit award would be fully vested four years from that commencement date, subject to Mr. Driscoll’s continued service. It is expected that, pursuant to his employment agreement, Mr. Driscoll would be entitled to severance benefits and other payments upon the occurrence of certain events. Mr. Driscoll is also expected to enter into Flexion’s standard form of proprietary information, inventions, non-solicitation and non-competition agreement, as well as Flexion’s standard form of indemnity agreement for directors and officers.
The foregoing summary of Mr. Driscoll’s employment terms does not purport to be complete and is qualified in its entirety by reference to a complete employment agreement to be entered into by Mr. Driscoll and Flexion, a copy of which will be filed with the Securities and Exchange Commission as an exhibit to Flexion’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are based on the current expectations and beliefs of Flexion. Statements contained in this Current Report on Form 8-K regarding matters that are not historical facts are forward-looking statements, including, but not limited to, statements relating to Mr. Driscoll’s potential employment by, and entry into an employment agreement with, Flexion. These forward-looking statements are based on management’s expectations and assumptions as of the date of this report and are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, without limitation, the risk that Mr. Driscoll and Flexion may not agree to additional terms relating to his employment, as well as other risks and uncertainties described in Flexion’s filings with the SEC, including under the heading “Risk Factors” in Flexion’s Annual Report on Form 10-K for the quarter and year
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ended December 31, 2020, filed with the SEC on March 10, 2021, and subsequent filings with the SEC. There can be no assurance that Flexion will sell any Shares under the Distribution Agreement on the anticipated terms, or at all. The forward-looking statements in this Current Report on Form 8-K speak only as of the date hereof, and Flexion undertakes no obligation to update or revise any of the statements. Flexion cautions investors not to place considerable reliance on the forward-looking statements contained in this Current Report on Form 8-K.