Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 1, 2020, Cara Therapeutics, Inc. (the "Company") announced the
appointment of Thomas Reilly to serve as Chief Financial Officer of the Company,
effective October 1, 2020. In this capacity, Mr. Reilly will serve as the
Company's principal financial and accounting officer.
Mr. Reilly, age 48, has over 20 years of experience in biopharmaceutical
financial operations, including management experience in accounting and
commercial finance. Mr. Reilly joins the Company from Allergan plc, now part of
AbbVie, Inc., where he served as Head of Finance for U.S. Pharma General
Medicines since October 2017. Prior to Allergan, from 2004 through 2017, he held
numerous financial management positions of increasing responsibility within
Novartis AG, most notably Head of Finance of Global Oncology Development.
Previously, from 2000 through 2003, he served as the Finance Manager, U.S.
Consumer Healthcare Division of Pharmacia Corporation, now Pfizer Inc.
Mr. Reilly holds an M.B.A. in accounting from Seton Hall University and a B.S.
in finance from Manhattan College.
Mr. Reilly's employment agreement provides that he will receive an initial
annual base salary of $400,000 and a one-time signing bonus of $30,000, which
must be repaid if Mr. Reilly resigns or is terminated (other than a termination
without cause, as that term is defined in the employment agreement) prior to the
first anniversary of his employment. In addition, Mr. Reilly will be eligible to
earn an annual discretionary bonus with a target amount equal to 40% of his
then-current annual base salary. Mr. Reilly also received an option to purchase
175,000 shares of the Company's common stock on October 1, 2020, which option
has an exercise price equal to the closing price of the Company's common shares
on the Nasdaq Global Market on the date of grant. The shares underlying the
option vest over a four-year period, with 25% of the shares vesting on
October 1, 2021 and the remainder vesting in 36 equal monthly installments at
the end of each calendar month thereafter, subject to Mr. Reilly's continuous
service with the Company as of each such vesting date.
Mr. Reilly's employment with the Company is "at will." Pursuant to the terms of
the employment agreement, if he is terminated without cause on or after the
first anniversary of his employment and he executes a general release in favor
of the Company, the Company will provide Mr. Reilly with the following benefits:
(1) an amount equal to nine months of continued base salary, payable on the
Company's regular payroll dates; (2) a lump-sum payment equal to 50% of his
then-current annual target bonus opportunity, pro rated for any partial year of
employment; and (3) payment of applicable COBRA premiums for up to nine months
following such separation from the Company. To the extent he is terminated
without cause prior to the first anniversary of his employment and he executes a
general release in favor of the Company, he will be entitled to the foregoing
benefits, provided that the period for continuation of base salary and payment
of applicable COBRA premiums shall be reduced to three months. In addition, if a
change in control of the Company occurs during Mr. Reilly's employment and he is
terminated without cause within three months prior or 12 months after such
change in control, any unvested equity awards then held by Mr. Reilly will vest
in full.
The Company expects to enter into its standard indemnification agreement for
executive officers with Mr. Reilly, the form of which was previously filed by
the Company as Exhibit 10.1 to the Company's Registration Statement on Form S-1
(File No. 333-192230), filed with the Securities and Exchange Commission on
January 17, 2014.
There is no family relationship between Mr. Reilly and any director or executive
officer of the Company and he has no direct or indirect material interest
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing summary of compensatory arrangements is not intended to be a
complete description of the rights and obligations of the parties thereunder and
is qualified in its entirety by reference to the full text of Mr. Reilly's
employment agreement that is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On October 1, 2020, the Company issued a press release announcing the
appointment of Mr. Reilly as the Company's Chief Financial Officer. A copy of
the press release is being furnished to the Securities and Exchange Commission
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by
reference to this Item 7.01.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1,
shall not be deemed to be "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 to be incorporated by
reference into any of the Company's filings with the Securities and Exchange
Commission under the Exchange Act or the Securities Act of 1933, as amended,
whether made before or after the date hereof, regardless of any general
incorporation language in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Employment Agreement with Thomas Reilly.
99.1 Press release dated October 1, 2020.
104 Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101)
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