Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of John P. Hamill as Principal Financial and Accounting Officer
On June 25, 2019, John P. Hamill ceased to serve as the principal financial and accounting officer of Trevena, Inc. (the
), effective immediately. Mr. Hamill will continue to serve as Vice President, Finance of the Company until August 31, 2019.
Appointment of Barry Shin as Chief Financial Officer
On June 25, 2019, the Companys board of directors (the
) appointed Barry Shin as the Companys Chief Financial Officer, effective as of June 25, 2019 (the
). Mr. Shin began service as the Companys principal financial and accounting officer as of the Effective Date.
Mr. Shin, age 47, joins Trevena with extensive investment banking experience with a special expertise in advising biopharmaceutical companies through merger and acquisition (M&A) and financing transactions. He was Managing Director in the Healthcare Investment Banking Group at Mizuho Securities beginning from May 2017 until joining the Company. Prior to joining Mizuho Securities, he was a Managing Director in Guggenheim Securities Healthcare Investment Banking Group from 2012 to May 2017. From 2005 to 2012, he served in the Healthcare Investment Banking Group of Piper Jaffray. From 2001 to 2005, he advised healthcare and technology companies in financing and M&A transactions as a corporate attorney. Mr. Shin received a B.Sc. and joint J.D. / M.B.A. from the University of Toronto.
There are no arrangements or understandings between Mr. Shin and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship between Mr. Shin and any of the Companys other directors or executive officers.
Employment Agreement with
In connection with his appointment as the Companys Chief Financial Officer, Barry Shin and the Company entered into an employment agreement, effective on the Effective Date (the
The Employment Agreement provides for an annual base compensation of $415,000 for Mr. Shin, a one-time signing bonus of $50,000 and an annual bonus in a target amount of 40% of his base salary, subject to achievement of corporate and individual performance objectives. In addition, upon commencing employment with the Company, he was granted an option to purchase 275,000 shares of common stock and was also granted 275,000 restricted stock units. One-sixteenth of the shares subject to the option shall vest and become exercisable every three months measured from the Effective Date, and one-fourth of the total number of shares subject to the restricted stock units shall vest on each of June 25, 2020, June 25, 2021, June 25, 2022 and June 25, 2023. Vesting of the options and restricted stock units is subject to Mr. Shins continued service as an employee of the Company on each vesting date. The exercise price for the stock option is $0.96 per share, which was the closing price of the Companys common stock on the Nasdaq Global Select Market on the date of grant. The stock option and the restricted stock units were issued under the Companys 2013 Equity Incentive Plan.
Pursuant to his Employment Agreement, Mr. Shin is entitled to severance benefits if, after the Effective Date, his employment is terminated without Cause (as defined in the Employment Agreement), not on account of death or disability, or if he resigns for Good Reason (as defined in the Employment Agreement). Subject to his execution of a release, Mr. Shin will be entitled to severance payments in the amount of 12 months of base salary, payable in equal installments on each regular payroll date, a pro-rata bonus for the calendar year of termination based on his target bonus, a cash incentive award under the Companys Incentive Compensation Plan at the Boards discretion, accelerated vesting of equity awards held by Mr. Shin at the time of termination that would have otherwise vested if he had remained at the Company for 9 months following the termination date, and COBRA payments for up to 12 months following termination. In the event of Mr Shins termination in connection with or within 12 months following a Change of Control (as defined in the Employment Agreement), Mr. Shin is entitled to severance payments in the amount of 15 months of base salary, payable in equal installments on each regular payroll date, a pro-rata bonus for the calendar year of termination, a cash incentive award under the Companys Incentive Compensation Plan at the Boards discretion, a payment in the amount of 15 months of Mr. Shins annual target bonus, COBRA payments for up to 15 months following termination and immediate and full accelerated vesting of equity awards held by Mr. Shin at the time of termination. Pursuant to his Employment Agreement, Mr. Shin also entered into an Employee Proprietary Information, Inventions and Non-Solicitation Agreement with the Company.