Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Chief Financial Officer, Treasurer, Principal Financial Officer
and Principal Accounting Officer
On May 20, 2021, C4 Therapeutics, Inc. (the "Company" or "us"), announced the
appointment of Lauren White as its Chief Financial Officer and treasurer,
effective as of June 21, 2021. Ms. White will also serve as the Company's
principal financial officer and principal accounting officer effective as of
such date.
Ms. White, age 42, joins the Company with over 20 years of international
experience in corporate finance and strategy. She is joining from Novartis
where, since 2017, she held roles of increasing responsibility within the global
finance organization. Most recently, she served as vice president and global
head of business planning and analysis at Novartis Institutes for BioMedical
Research (NIBR), where she led strategic financial projects for the global
research unit. At Novartis, Ms. White also launched the global health business
unit as chief financial officer after serving in roles across global finance and
financial reporting and accounting. Prior to Novartis, Ms. White worked from
2006 to 2011 in strategy and marketing roles with Boston Consulting Group and
from 2000 to 2005 with General Electric. Ms. White earned an M.B.A. from Harvard
Business School in 2007 and a B.S. from the Carroll School of Management at
Boston College in 2000.
In connection with Ms. White's appointment, she will receive an annual base
salary of $415,000, a sign-on bonus of $60,000 and an opportunity to earn a
performance bonus of up to 40% of her base salary per year. She will also
receive an option to purchase up to 136,000 shares of the Company's common stock
at the exercise price equal to the last reported price of the Company's stock on
the Nasdaq Stock Market on the effective date of her commencement of employment,
such stock option to vest in equal monthly installments over a period of four
years with a one-year cliff. She will also enter into an employment agreement
with the Company in substantially the form filed as Exhibit 10.7 to the
Company's registration statement on Form S-1 on September 10, 2020 (the
"Registration Statement"), which is incorporated herein by reference, and an
indemnification agreement with the Company in substantially the form filed as
Exhibit 10.6 to the Registration Statement, which is also incorporated herein by
reference.
In order to provide for the orderly transition of Ms. White's responsibilities,
William T. McKee, the Company's current Chief Financial Officer, has agreed to
remain with the Company as a consultant to Ms. White and the Company on an as
needed basis until July 2, 2021.
There are no family relationships between Ms. White and any of the Company's
directors or executive officers. In addition, Ms. White is not a party to any
transaction, or series of transactions, required to be disclosed pursuant to
Item 404(a) of Regulation S-K.
The Company issued a press release on May 20, 2021 announcing Ms. White's
appointment. The press release is attached hereto as Exhibit 99.1. Pursuant to
General Instruction B.2. to Form 8-K, the information set forth in Exhibit 99.1
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, or otherwise subject to the liabilities of that section,
nor shall it be incorporated by reference in any filing under the Securities Act
of 1933, or the Securities Exchange Act of 1934, except as expressly set forth
by specific reference in such a filing.
Interim Appointment of Principal Accounting Officer
As announced on April 30, 2021, the Company's VP, Finance and Corporate
Controller and principal accounting officer, Laura J. Wahlberg, resigned from
her employment with the Company, effective as of May 28, 2021. Upon Ms.
Wahlberg's departure, Mr. McKee will assume the role of the Company's principal
accounting officer on an interim basis and will serve in that capacity until Ms.
White assumes that role upon the commencement of her employment with the
Company.
Mr. McKee, age 59, has served as our Chief Financial Officer since April 2020
and, since February 2021, as our corporate Treasurer. Mr. McKee has also served
as Chief Executive Officer of MBJC Associates, LLC, a business consulting firm
serving pharmaceutical and biotechnology companies, since February 2010. Mr.
McKee served as Chief Operating Officer and Chief Financial Officer of EKR
Therapeutics, Inc., from July 2010 to June 2012, when EKR was sold to
Cornerstone Therapeutics Inc., a pharmaceutical company. From January 2009 to
March 2010, Mr. McKee served as the Executive Vice President, Chief Financial
Officer and Treasurer of Barr Pharmaceuticals, Inc., a subsidiary of Teva
Pharmaceutical Industries Limited (NYSE: TEVA), or Teva. Mr. McKee was also
Executive Vice President and Chief Financial Officer of Barr prior to its
acquisition by Teva, having joined the company in 1995. Mr. McKee has served as
a director and chairman of the audit committee and member of the compensation
committee of Assertio Therapeutics, Inc. (Nasdaq: ASRT), a specialty
pharmaceutical company, since March 2017, and has served as a director and
chairman of the audit committee of Aileron Therapeutics, Inc. (Nasdaq: ALRN), a
biopharmaceutical company, since March 2019. Mr. McKee also serves as a director
of Vinci Pharmaceuticals, Inc., a biotechnology company developing specialty
ophthalmic products for the retina, since June 2020. Mr. McKee holds a B.B.A.
from the University of Notre Dame.
Mr. McKee provides services to us as our Chief Financial Officer under a
consulting agreement, dated March 31, 2020, with MBJC Associates, LLC, a copy of
which was filed as Exhibit 10.9 to the Registration Statement and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The exhibits shall be deemed to be filed or furnished, depending
on the relevant item requiring such exhibit, in accordance with the provisions
of Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form.
Exhibit
Number Description
99.1 Press Released dated May 20, 2021 (furnished herewith)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses