Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 25, 2022, Steve R. Martin notified Armata Pharmaceuticals, Inc. (the
"Company") that he intends to retire as Chief Financial Officer and Senior Vice
President (and Principal Financial and Accounting Officer) of the Company
effective as of June 30, 2022 (the "Transition Date").
Mr. Martin has agreed to continue his employment with the Company as an advisor
to his successor in the Principal Financial and Accounting Officer role (such
successor described in more detail below) from the Transition Date through
December 31, 2022 (the "Transition Period"). In exchange for these transition
services, the Company's Board of Directors (the "Board") approved an advisory
agreement (the "Advisory Agreement") for Mr. Martin that provides the following
payments and benefits during the Transition Period: (i) continued payment of his
annual base salary at his current rate; (ii) continued participation in the
Company's employee welfare, benefit, retirement and fringe benefit plans, as
amended from time to time, on the same terms as applicable to members of the
Company's executive team; provided that (x) he shall not be eligible to receive
grants of equity awards or to participate in the annual bonus program for the
2022 fiscal year, and (y) he shall cease to accrue paid time off during the
Transition Period; and (iii) one half of the outstanding and unvested Company
stock options held by Mr. Martin as of the last day of the Transition Period
shall become fully vested, and all vested stock options held by Mr. Martin as of
that date shall remain exercisable in full for their remaining 10-year term. The
Advisory Agreement replaces and supersedes the offer letter agreement between
Mr. Martin and the Company dated as of January 18, 2016, as amended as of April
1, 2017.
On March 25, 2022, the Board appointed Erin Butler to serve as (i) Vice
President of Finance and Administration of the Company, effective April 1, 2022,
and (ii) Principal Financial and Accounting Officer of the Company, effective
July 1, 2022. In connection with her appointment as Vice President of Finance
and Administration, the Company entered into an employment agreement (the
"Employment Agreement") with Ms. Butler that provides the following payments and
benefits: (i) an annual base salary at the rate of $290,000, effective April 1,
2022; (ii) a target annual bonus award opportunity equal to 30% of her annual
base salary, subject to achievement of certain milestones established by the
Board; (iii) a stock option to purchase 50,000 shares of the Company's common
stock, subject to approval by the Compensation Committee of the Board; (iv)
subject to her continuing compliance with a customary propriety information and
invention agreement and execution of a release in favor of the Company, a
severance benefit equal to 6-months of continued base salary in the event her
employment is involuntarily terminated without "cause" (and other than due to
death or disability), or she terminates her employment for "good reason" (an
"Involuntary Termination"); and (v) if the Involuntary Termination occurs within
one month prior to, or twelve months following, a "change in control", full
vesting of all of her outstanding equity awards that are subject to time-based
vesting requirements.
Prior to her appointment as Vice President of Finance and Administration, Ms.
Butler served as the Company's Sr. Director, Corporate Controller since
September 2017. From June 2016 to September 2017, Ms. Butler served as Assistant
Controller of Inovio, Inc., a publicly traded biotechnology company focused on
developing and commercializing DNA medicines for protection from infectious
diseases and treatment of various cancers and HPV-associated diseases. Ms.
Butler's previous experience includes serving as Assistant Controller of Apricus
Biosciences, Inc. a publicly traded pharmaceutical company, and as an auditor
for Deloitte and Touche, LLP, a public accounting firm.
Other than as set forth above, there is no arrangement or understanding between
Ms. Butler and any other person pursuant to which she was selected as an officer
of the Company, and there are no family relationships between Ms. Butler and any
of the Company's directors or executive officers. There are no transactions to
which the Company is a party and in which Ms. Butler has a direct or indirect
material interest that would be required to be disclosed under Item 404(a) of
Regulation S-K.
The foregoing description of each of the Advisory Agreement and the Employment
Agreement is qualified in its entirety by reference to the full texts of each of
those agreements, copies of which are included as Exhibits 10.1 and 10.2,
respectively, to this Current Report on Form 8-K and are incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Advisory Agreement, dated March 28, 2022, between the Company and Mr.
10.1 Martin.
10.2 Employment Agreement, dated March 28, 2022, between the Company and
Ms. Butler.
104 Cover Page Interactive Data File (embedded within Inline XBRL
document).© Edgar Online, source Glimpses
ARMATA PHARMACEUTICALS, INC. 
