Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
On February 12, 2020, the Board of Directors (the "Board") of Syndax
Pharmaceuticals, Inc. (the "Company") approved the recommendations of the
Compensation Committee of the Board (the "Committee") of 2019 cash bonuses, 2020
annual base salaries, 2020 bonus targets and equity awards for the Company's
named executive officers (each, an "Executive"), as set forth below. The Board
also approved the Committee's recommendations and amended the severance benefits
of certain of its executives.
2019 Cash Bonuses, 2020 Annual Base Salaries and 2020 Bonus Targets
The Board approved the Committee's recommendations of the following 2019 cash
bonuses, 2020 annual base salaries, which salaries are effective January 1,
2020, and 2020 bonus targets for the Executives:
2020 Annual
Name and Title 2019 Cash Bonus Base Salary 2020 Bonus Target
Briggs W. Morrison, M.D. $262,375 $600,547 50%
Chief Executive Officer and
Director
Michael A. Metzger $252,000 $576,800 50%
President and Chief Operating
Officer and Director
Michael L. Meyers, M.D., Ph.D $152,770 $437,100 40%
Senior Vice President, Chief
Medical Officer
Equity Awards
The Board also approved the Committee's recommendations and granted the
following options to purchase shares of the Company's common stock to the
Executives pursuant to the Company's 2015 Omnibus Incentive Plan:
Option Grant
Name and Title (shares)
Briggs W. Morrison, M.D. 194,000
Chief Executive Officer and Director
Michael A. Metzger 140,000
President and Chief Operating Officer and Director
Michael L. Meyers, M.D., Ph.D
50,825
Senior Vice President, Chief Medical Officer
The stock option granted to each Executive has (i) a vesting commencement date
of February 12, 2020, (ii) an exercise price of $9.47 per share, the closing
price of the Company's common stock on February 12, 2020 and (iii) a term of 10
years from the grant date. One forty-eighth (1/48th) of the shares of common
stock subject to each such option shall vest monthly from the vesting
commencement date, during the Executive's continued service as an employee,
consultant, director or officer of the Company over the forty-eight (48) months
following the date of grant, until all of the shares subject to such option are
fully vested.
In addition to the annual stock option grants above, the Board approved the
Committee's recommendation and granted Mr. Metzger a restricted stock unit grant
of 15,000 shares. The restricted stock unit grant has (i) a vesting commencement
date of February 12, 2020, (ii) a fair market value of $9.47 per share, the
closing price of the Company's common stock on February 12, 2020 and (iii) a
term of 10 years from the grant date. One quarter (1/4th) of the shares of
common stock subject to such grant shall vest annually from the vesting
commencement date, during the Executive's continued service as an employee,
consultant, director or officer of the Company over the four (4) years following
the date of grant, until all of the shares subject to such grant are fully
vested.
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Executive Severance Benefits
The Board approved the Committee's recommendations and amended the severance
benefits of certain of its executives. For Dr. Meyers and Richard P. Shea, the
amended agreements provide for nine (9) months of salary compensation and nine
(9) months of benefits continuation in the event of their termination without
Cause or for Good Reason (each as defined in their employment agreements with
the Company) absent a Change in Control. For Dr. Morrison and Mr. Metzger, the
amended agreements provide for eighteen (18) months of salary compensation and
1.5x their annual bonus target in the event of their termination without Cause
or for Good Reason (each as defined in their employment agreements with the
Company) in the event of a Change in Control (as defined in their employment
agreements).
The Company anticipates entering into amended and restated employment agreements
with each executive, copies of which the Company will file with the SEC as
exhibits to its Quarterly Report on Form 10-Q for the period ended March 31,
2020.
Non-Employee Director Compensation Policy
Also, on February 12, 2020, the Board approved an amendment to the Company's
Non-Employee Director Compensation Policy (the "Policy"), pursuant to which the
Board approved a change to the date of receipt of the annual non-employee
director stock option grants. Pursuant to the Policy, as amended, each
non-employee director other than the non-executive chairperson of the Board (the
"Chair") shall receive an annual award of options to purchase 24,000 shares and
the Chair shall also receive an annual award of options to purchase 44,000
shares (each as adjusted for stock splits, stock dividends, recapitalization and
similar events) of the Company's common stock on the same date that the Board
awards annual stock option grants to the Company's executive officers.
Following its review of relevant peer group market data, the Board also approved
increases in cash compensation for membership and chair status of each of its
standing committees. Pursuant to the Policy, as amended, each member of our
audit, compensation and nominating and corporate governance committees, other
than the chairperson, shall receive an additional annual retainer of $10,000,
$7,500 and $5,000, respectively; and each chairperson of our audit, compensation
and nominating and corporate governance committees shall receive an additional
annual retainer of $20,000, $15,000 and $10,000, respectively.
The foregoing description of the Policy, as amended, is not complete and is
subject to, and qualified in its entirety by reference to, the complete text of
the Policy, as amended, which the Company will file with the SEC as an exhibit
to its Quarterly Report on Form 10-Q for the period ended March 31, 2020.
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