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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Appointment of Director
On July 1, 2021, the Board appointed Christine Pellizzari as a Class II Director. Ms. Pellizzari has served as the General Counsel and Corporate
Secretary of Insmed, Inc. (Insmed) since 2013 and as Chief Legal Officer since 2018. Prior to joining Insmed, from 2007 through 2012, Ms. Pellizzari held various legal positions of increasing responsibility at Aegerion
Pharmaceuticals, Inc. (Aegerion), most recently as Executive Vice President, General Counsel and Secretary. Prior to Aegerion, Ms. Pellizzari served as Senior Vice President, General Counsel and Secretary of Dendrite
International, Inc. (Dendrite). Ms. Pellizzari joined Dendrite from the law firm of Wilentz, Goldman & Spitzer where she specialized in health care transactions and related regulatory matters. She previously served
as law clerk to the Honorable Reginald Stanton, Assignment Judge for the Superior Court of New Jersey. Ms. Pellizzari received her Bachelor of Arts, cum laude, from the University of Massachusetts, Amherst and her Juris Doctor degree from the
University of Colorado, Boulder.
Ms. Pellizzaris Class II term will expire at the Companys Annual Meeting of Stockholders in 2023.
Ms. Pellizzari has been appointed to the Audit Committee of the Board. Ms. Pellizzari will receive standard non-employee director compensation under the Companys policies. Ms. Pellizzari
does not have any relationship with the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Indemnification Agreements
On July 1, 2021,
each director and executive officer of the Company entered into an indemnification agreement with the Company. The form of such indemnification agreements is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Employment Agreements
On July 7, 2021, the
Company entered into new employment agreements with each of Stephen Brady, the Chief Executive Officer of the Company, Thomas Dubensky, Ph.D., the President of the Company, and Samuel Whiting, M.D., Ph.D., the Chief Medical Officer of the Company,
copies of which are attached as Exhibits 10.2, 10.3 and 10.4 and are incorporated herein by reference.
Pursuant to his employment agreement,
Mr. Brady is entitled to an annual base salary of $475,283 and is eligible for an annual performance bonus with a target amount equal to 40% of his base salary. In addition, Mr. Bradys employment agreement confirms a grant of stock
options to purchase 250,000 shares of the Companys common stock. In the event that Mr. Brady experiences a termination of his employment without cause or he resigns for good reason outside of the change in
control period (as such terms are defined in Mr. Bradys employment agreement), provided that he executes and makes effective a release of claims against the Company and its affiliates, Mr. Brady will become entitled to
(i) an amount equal to 12 months annual base salary plus a prorated portion of his target annual bonus for the year in which his employment terminates, payable in bi-weekly installments, (ii) an amount equal to any annual bonus for
any completed calendar year, to the extent earned but not yet paid at the time of such termination, and (iii) provided that Mr. Brady elects healthcare continuation coverage under COBRA, Company-paid COBRA premiums for a maximum of
12 months.
In the event that Mr. Brady experiences a termination of his employment without cause or he resigns for good reason during the
change in control period, provided that he executes and makes effective a release of claims against the Company and its affiliates, Mr. Brady will become entitled to (i) an amount equal to 18 months annual base salary and 150% of his