Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Chief Commercial Officer
On December 6, 2022, Agios Pharmaceuticals, Inc. (the "Company") announced that
the Board of Directors (the "Board") of the Company appointed Tsveta Milanova as
the Company's Chief Commercial Officer, effective as of January 3, 2023 (the
"Effective Date").
Ms. Milanova, age 45, served as SVP, Head of US Commercial of Alexion
Pharmaceuticals, Inc. ("Alexion"), a biopharmaceutical company, from December
2020 to September 2022, as SVP, Head of Global Commercial Strategy of Alexion
from January 2019 to December 2020 and SVP, Head of Global Value, Access &
Policy of Alexion from April 2018 to December 2018. Prior to joining Alexion,
Ms. Milanova worked at Celgene Corporation ("Celgene"), a biopharmaceutical
company, from October 2008 to April 2018, where she held a variety of roles,
most recently as Global Head, Pricing and Market Access Haematology/Oncology.
Before Celgene, Ms. Milanova served as Global Health Outcomes Manager at
GlaxoSmithKline R&D, a healthcare company, from October 2004 to October 2008.
Ms. Milanova holds a master of science (MSc) degree in international health
policy and health economics from the London School of Economics, a master of
science (MSc) degree in pharmacy from the Medical University of Sofia, Bulgaria
and is a graduate of Harvard's Advanced Management Program.
In connection with her appointment as Chief Commercial Officer, Ms. Milanova
entered into an employment agreement with the Company (the "Employment
Agreement") on December 5, 2022, with her employment effective as of the
Effective Date. Pursuant to the Employment Agreement, Ms. Milanova will be paid
an annual base salary of $510,000. Following the end of each calendar year,
Ms. Milanova will be eligible to receive a discretionary annual performance and
retention bonus with a target of 45% of her then annual base salary based upon
the Board's assessment of the Company's achievement of its performance goals and
Ms. Milanova's achievement of her performance goals. Ms. Milanova will receive a
sign-on bonus of $150,000 in connection with the commencement of her employment
with the Company. Ms. Milanova will not be entitled to receive a bonus for the
year ended December 31, 2022. Ms. Milanova will be entitled to severance
benefits in accordance with the Company's Amended and Restated Severance
Benefits Plan (the "Severance Plan"), which was filed with the Securities and
Exchange Commission as Exhibit 10.1 to the Company's Current Report on Form 8-K
(File No. 001-36014) on October 7, 2022.
The Company will grant Ms. Milanova a nonstatutory stock option to purchase
shares of the Company's common stock with a Black-Scholes value of $2,100,000,
based on the closing price of the Company's common stock on the Nasdaq Global
Select Market on the grant date. The stock options will have an exercise price
per share equal to the closing price on the grant date and will vest as to 25%
of the shares underlying the stock options on the first anniversary of the
Effective Date and, as to the remaining shares, monthly thereafter until the
fourth anniversary of the Effective Date. The Company will also grant
Ms. Milanova (i) restricted stock units ("RSUs") for a number of shares of
common stock equal to $700,000 divided by the closing price on the grant date
and (ii) performance stock units (the "PSUs") for a number of shares of common
stock equal to $300,000 divided by the closing price on the grant date. Each RSU
will entitle Ms. Milanova to receive one share of the Company's common stock for
each RSU that vests. The RSUs will vest in equal annual installments on each
anniversary of the grant date, until the third anniversary of such date. Each
PSU represents a contingent right to receive one share of the Company's common
stock upon the achievement of specified performance milestones.
The stock options, RSUs and PSUs will be granted outside the Company's 2013
Stock Incentive Plan, as an inducement material to Ms. Milanova's entry into
employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).
In addition, Ms. Milanova will enter into an indemnification agreement with the
Company, the form of which was filed with the Securities and Exchange Commission
as Exhibit 10.12 to the Company's Registration Statement on
Form S-1 (File No. 333-189216) on July 11, 2013, pursuant to which the Company
may be required, among other things, to indemnify Ms. Milanova for certain
expenses (including attorneys' fees), judgments, fines and settlement amounts
actually and reasonably incurred by her in any action or proceeding arising out
of her service as an officer of the Company.
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There are currently no arrangements or understandings between Ms. Milanova and
any other person pursuant to which Ms. Milanova will be appointed as Chief
Commercial Officer. There are currently no transactions in which Ms. Milanova
has an interest requiring disclosure under Item 404(a) of Regulation S-K.
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by the full text of the Employment
Agreement, a copy of which will be filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ending December 31, 2022.
A copy of the Company's press release announcing Ms. Milanova's appointment as
Chief Commercial Officer is furnished and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933
or the Exchange Act, except as expressly set forth by specific reference in such
a filing.
Departure of Chief Commercial Officer
Also on December 6, 2022, the Company announced that Richa Poddar will depart
the Company as an employee and Chief Commercial Officer, effective as of
December 31, 2022 (the "Departure Date"). In connection with her departure,
Ms. Poddar will be entitled to the following severance benefits: (i) $450,000,
which is an amount equal to her current monthly base salary for a period of 12
months, (ii) 100% of her target annual cash incentive for the year ending
December 31, 2022 in a lump sum, and (iii) COBRA coverage, subject to certain
limitations, for a period of 12 months, each in accordance with a termination
without "Cause" or for "Good Reason" under the Severance Plan. In addition, in
connection with her departure, Ms. Poddar will be entitled to her actual annual
cash incentive earned for the year ending December 31, 2022, to be paid in a
lump sum. Following the Departure Date, the Company will enter into a consulting
agreement (the "Consulting Agreement") with Ms. Poddar, pursuant to which she
will assist the Company with the leadership transition of the Company's
commercial function. The Consulting Agreement will have a term beginning on the
Departure Date and ending on March 31, 2023. Pursuant to the Consulting
Agreement, Ms. Poddar will be compensated at a rate of $18,750 per month during
the term of the Consulting Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
The following exhibit is furnished herewith:
Exhibit
No. Description
99.1 Press Release, dated December 6, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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