Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c)
On December 1, 2021, Jebediah Ledell became the Chief Operating Officer of AVEO
Pharmaceuticals, Inc. (the "Company"). Mr. Ledell's appointment to the position
of Chief Operating Officer of the Company was approved by the Company's board of
directors (the "Board") on November 29, 2021, to be effective upon Mr. Ledell's
commencement of employment on December 1, 2021.
Biographical information regarding Mr. Ledell is set forth below, followed by a
summary of the offer letter dated November 12, 2021 ("Offer Letter") delivered
by the Company to Mr. Ledell.
Mr. Ledell, age 46, most recently was employed by Enzyvant Therapeutics, Inc.
("Enzyvant"), a biotechnology company dedicated to developing novel,
transformative regenerative therapies for people with devastating rare diseases,
from September 2019 to November 2021, where he served as chief operating officer
and led key business operations during the recent U.S. Food and Drug
Administration approval of RETHYMIC®. From April 2017 to April 2019, Mr. Ledell
served as the chief operating officer of Compass Therapeutics, Inc. ("Compass"),
a clinical-stage, oncology-focused biopharmaceutical company developing
proprietary antibody-based therapeutics to treat multiple human diseases. From
June 2014 to December 2017, he served as chief operating officer at Horizon
Discovery Group, plc ("Horizon"), a gene editing company that designs and
engineers genetically modified cells and then applies them in research and
clinical applications that advance human health. While serving as chief
operating officer of Compass and Horizon, Mr. Ledell was responsible for leading
operations through several changes in scale. Prior to joining Horizon, Mr.
Ledell held multiple technology, operations, and development roles at Zalicus
Inc. Mr. Ledell holds a BS degree in Chemical Engineering from Worcester
Polytechnic Institute.
There are no arrangements or understandings between Mr. Ledell and any other
person pursuant to which he was selected as an officer. There are no family
relationships between Mr. Ledell and any director or executive officer of the
Company. There are no transactions in which Mr. Ledell has an interest requiring
disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of
1934, as amended.
Pursuant to the terms of the Offer Letter, Mr. Ledell will serve as an "at-will"
employee. He will be entitled to receive an annual base salary of $450,000 and a
one-time hiring bonus of $50,000. Beginning in 2022, he will also be eligible to
participate in the Company's performance-based incentive bonus program and his
bonus target will be equal to 40% of his base salary, based on the achievement
of performance goals as determined at the discretion of the Board. In addition,
the Board approved the grant of an option ("Option") to Mr. Ledell to purchase
170,000 shares of the Company's common stock pursuant to the Company's 2019
Equity Incentive Plan, as amended. The Option shall vest and become exercisable
as to 25% of the shares underlying the Option on the first anniversary of the
date of grant and as to the remaining shares underlying the Option in 36 equal
monthly installments thereafter, subject to continued service. Such Option will
have a per share exercise price equal to the closing sale price of the Company's
common stock on the Nasdaq Capital Market on December 1, 2021.
Effective December 1, 2021, Mr. Ledell and the Company entered into a severance
and change in control agreement (the "Severance Agreement") to provide Mr.
Ledell certain severance benefits were his employment as Chief Operating Officer
of the Company to cease in the future. Pursuant to the Severance Agreement, in
the event that Mr. Ledell's employment is terminated without "cause" or due to
"disability," or if Mr. Ledell terminates his employment for "good reason" (as
such terms are defined in the Severance Agreement), Mr. Ledell will be entitled
to receive: (i) his base salary in effect on the date of termination (the
"Termination Date") for the period of time (such period, the "Severance Period")
until the earlier of (A) the date 12 months following the Termination Date or
(B) the date on which Mr. Ledell commences other employment or a consulting
relationship with substantially equivalent compensation; (ii) reimbursement of
monthly premiums for health coverage pursuant to the Consolidated Omnibus Budget
Reconciliation Act in an amount equal to the amount contributed by the Company
for active employees with similar benefits and similar participating
beneficiaries until the earlier of (A) the end of the Severance Period or (B)
the date that he becomes eligible for group health coverage through another
employer; and (iii) any base salary earned but not paid through the date of
termination, any vacation time accrued but not used through the date of
termination, and any reimbursable business expenses incurred through the date of
termination. The severance benefits specified in (i) and (ii) above are subject
to the execution and effectiveness of a general release of claims in favor of
the Company. In the event Mr. Ledell is terminated following a Change in Control
(as defined in the Key Employee Change in Control Severance Benefits Plan, as
previously disclosed by the Company in its definitive proxy statement for the
2021 annual meeting of stockholders, which was filed with the Securities and
Exchange Commission on April 28, 2021 (the "Change in Control Plan")), any
benefits paid to Mr. Ledell shall be determined
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pursuant to the Change in Control Plan. The Severance Agreement also includes
standard non-competition, non-solicitation and non-disparagement provisions.
The foregoing summaries of the Offer Letter and Severance Agreement do not
purport to be complete and are qualified in their entirety by the full text of
the Offer Letter and Severance Agreement, respectively, which the Company
intends to file as exhibits to its future filings with the Securities and
Exchange Commission.
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AVEO PHARMACEUTICALS, INC. 
