Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August 1, 2021, Brian Varnum, Ph.D. was appointed to serve as Chief Executive
Officer ("CEO") of the Company and as a member of the Company's Board of
Directors ("Board"). Dr. Varnum was previously President and Chief Development
Officer of the Company. In connection with Dr. Varnum's appointment as CEO, Todd
R. Patrick, who has served as the Company's CEO since May 2019, resigned as CEO
as of August 1, 2021, after which he will serve as an advisor to the Company's
CEO through December 31, 2022 (the "Transition Period"). Mr. Patrick will
continue to serve as a member of the Board until the Company's next Annual
Meeting of Shareholders.
In consideration of his advisory services, Mr. Patrick will be paid a base
salary of $550,000 from August 1, 2021 through December 31, 2021, and $275,000,
through the remainder of the Transition Period. Mr. Patrick will also be
eligible to earn a target bonus equal to 50% of his annual base salary for each
fiscal year during the Transition Period. If Mr. Patrick provides advisory
services through the end of the Transition Period, one half of the outstanding
and unvested Company stock options and restricted share units held by Mr.
Patrick as of the last day of the Transition Period will become fully vested,
and all vested stock options held by Mr. Patrick as of that date will remain
exercisable in full for their remaining 10-year term. The Company will draft and
execute a transition agreement with Mr. Patrick.
Dr. Varnum, age 61, is a biotech veteran with more than 20 years of experience.
Dr. Varnum began his career with Amgen Inc. and spent more than 18 years at the
biotech pioneer as that company grew from a start-up to a large and successful
biotechnology company. He started in discovery research where his team purified
novel growth factors and advanced antibodies and small molecules into clinical
studies. Dr. Varnum also worked in development, assisting with clinical
development of proteins, antibodies, and small molecules. In this capacity, he
contributed to key regulatory filings, market research and product launch,
giving him experience in drug discovery and development from the lab bench to
product launch and marketing. After retiring from Amgen Inc. in 2007, Dr. Varnum
turned his focus to the start-up landscape, working in several capacities,
including assisting investors, entrepreneurs, and start-ups in the assessment of
technologies for funding or in-licensing. In these capacities, he established
research strategies and plans, and served as Chief Scientific Officer for
several companies, securing funding, and executing research contracts with large
and mid-sized pharmaceutical companies. Dr. Varnum obtained his Ph.D. from UCLA,
studying oncogenes, and his drug development research experience includes
hematopoietic growth factor discovery, oncology, auto-immune/inflammatory
disorders, personalized medicine in inflammatory bowel disease and infectious
diseases.
Compensation arrangements ("CEO Compensation") approved by the Board for Dr.
Varnum in connection with his appointment as the Company's CEO include an annual
base salary at the rate of $500,000 and a target bonus opportunity equal to 50%
of his annual base salary. The CEO Compensation also provides for an option to
purchase 125,000 shares of the Company's common stock under the Company's 2016
Equity Incentive Plan, with an exercise price equal to the closing price of the
common stock on August 2, 2021 (the "Date of Grant"), vesting in equal annual
installments on the first four anniversaries of the Date of Grant and in each
case subject to Dr. Varnum's continued employment with the Company. The Company
will draft and execute an employment agreement with Dr. Varnum, a copy of which
will be filed with the Company's next Quarterly Report on Form 10-Q.
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