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 January 17, 2019, Michael Falvey resigned as Executive Vice President, Chief
Financial Officer and Treasurer of Karyopharm Therapeutics Inc. (the Company), effective January 18, 2019 (the Resignation Date). Mr. Falvey had previously notified the Company of his intention to resign to pursue
other interests, which the Company announced on October 24, 2018. The Company is conducting an executive search for his successor.
On
January 17, 2019, the Company entered into a separation agreement (the Separation Agreement) with Mr. Falvey in connection with his separation from employment. Pursuant to the terms of the Separation Agreement and in
consideration of a customary release of any claims by Mr. Falvey against the Company, Mr. Falvey will be entitled to severance benefits consisting of severance pay in the aggregate amount of $202,000 (to be paid in semi-monthly
installments for a period of six months), continuation of healthcare benefit premium payments until no later than July 31, 2019, continued vesting of Mr. Falveys unvested equity awards until April 18, 2019 pursuant to the terms
of the Consulting Agreement (as defined below), and payment of an annual performance-based cash incentive for fiscal year 2018 of $173,417 (to be paid at such time as Company employees receive their 2018 cash incentive payments).
The foregoing summary of the Separation Agreement is qualified in its entirety by the full text of the Separation Agreement, which is filed herewith as
Exhibit 10.1 and incorporated herein by reference.
In addition, on January 18, 2019, the Company entered into a consulting agreement (the
Consulting Agreement) with Mr. Falvey. Pursuant to the terms of the Consulting Agreement, Mr. Falvey will provide certain advisory and other consulting services to the Company from January 18, 2019 until July 18, 2019
(or such earlier date upon which the Consulting Agreement terminates in accordance with its terms). As full compensation for such services, Mr. Falveys outstanding and unvested equity awards shall continue to vest until April 18,
2019, according to their terms, and his vested equity awards as of that date will remain exercisable for three months following the termination of the Consulting Agreement.
The foregoing summary of the Consulting Agreement is qualified in its entirety by the full text of the Consulting Agreement, which is filed herewith as
Exhibit 10.2 and incorporated herein by reference.
Effective January 18, 2019, Cameron Peters, the Companys Vice President, Finance and
Assistant Treasurer will serve as the Companys principal financial and accounting officer, on an interim basis, until a successor for Mr. Falvey has been identified. Mr. Peters, age 59, has over 25 years of experience in finance and
has been employed by the Company as its Vice President, Finance and Assistant Treasurer since January 2018. Prior to joining the Company, from December 2013 to December 2017, Mr. Peters served as Chief Financial Officer at 24M Technologies,
Inc., a developer of next-generation
lithium-ion
batteries. From September 2010 to November 2013, he served as an independent consultant providing finance and analytic consulting services to biotechnology and
global health companies. He served as Vice President, Finance at Luminus Devices, a developer and manufacturer of light-emitting diodes, from April 2006 to August 2010. From October 2005 to April 2006, he served as Vice President, Financial and
Strategic Analysis at Health Dialog, a disease management company. From 2002 until joining Health Dialog, Mr. Peters served as Director, Financial Planning and Analysis at Millennium Pharmaceuticals, Inc., a biopharmaceutical company.
Mr. Peters received a B.S. in International Economics from the Georgetown University School of Foreign Service, a M.A. in Development/Agricultural Economics from Stanford University and an M.B.A. from the Stanford Graduate School of Business.
On January 17, 2019, the Company entered into a retention agreement (the Retention Agreement) with Mr. Peters in connection with
his appointment as the Companys principal financial and accounting