Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On January 13, 2021, the Board of Directors (the "Board") of Chiasma, Inc. (the
"Company") appointed John Doyle to the position of Senior Vice President, Chief
Financial Officer and Treasurer of the Company, effective January 19, 2021 (the
"Effective Date"). On the Effective Date, Mr. Doyle will also become the
Company's principal financial officer. As previously announced in the Company's
Current Report on Form 8-K filed on October 1, 2020, on the Effective Date, Mark
J. Fitzpatrick will cease serving as President and principal financial officer
of the Company. On the Effective Date, the Board also appointed Raj Kannan, the
Company's Chief Executive Officer and director, as President of the Company.
Mr. Fitzpatrick will continue provide certain consulting services to the Company
until June 30, 2021 to assist in the transition of his duties to Mr. Doyle.
Mr. Doyle, age 43, has over 18 years of strategic and operational finance
experience. Prior to joining the Company, Mr. Doyle served as Vice President of
Finance and Investor Relations from April 2019 to December 2020 and Senior
Director of Finance and Investor Relations from February 2018 to April 2019 of
Verastem, Inc. (Nasdaq: VSTM), an oncology-focused pharmaceutical company
("Verastem"). Prior to joining Verastem, from May 2016 to February 2018, he
served as the Head of Financial Planning and Analysis of SimpliVity Corp., a
software company acquired by Hewlett Packard Enterprises in February 2017. From
January 2015 to May 2016, he served as Director - Business Unit Financial
Planning and Analysis of Parexel, Inc., a clinical research organization and
biopharmaceutical services company. From July 2006 to January 2015, Mr. Doyle
held increasingly senior financial positions with Hologic Inc. (Nasdaq: HOLX), a
medical technology company. Mr. Doyle received his bachelor of science degree in
finance from the University of Massachusetts.
In connection with Mr. Doyle's appointment, the Company and Mr. Doyle have
entered into an employment agreement (the "Employment Agreement"), which
provides for the following compensation terms for Mr. Doyle. Mr. Doyle will
receive a base salary of $385,000 per year (prorated for 2021) and will be
eligible to receive an annual performance bonus, with a target annual bonus
equal to 35% of his base salary. On the Effective Date, Mr. Doyle will also
receive an option to purchase 175,000 shares of the common stock of the Company
(the "Option") pursuant to the Company's 2015 Stock Option and Incentive Plan
(the "Plan") with an exercise price per share equal to the Company's closing
trading price on the Effective Date. The Option will vest over a four-year
period as follows: 25% will vest on the first anniversary of the Effective Date
and the remaining 75% will vest in equal monthly installments for the following
36 months, provided that Mr. Doyle remains employed by the Company on each such
vesting date. Mr. Doyle is eligible to participate in the Company's employee
benefit plans on the same basis as generally made available to other full-time
employees of the Company, as well as all benefit programs available to the
senior executive employees of the Company.
The Employment Agreement provides for certain payments and benefits in the event
of a termination of Mr. Doyle's employment under specific circumstances. If
Mr. Doyle's employment is terminated by the Company without "Cause" or by
Mr. Doyle for "Good Reason" in either case within 12 months following a "Change
in Control" (each as defined in the Employment Agreement), provided he adheres
to certain conditions set forth in the Agreement, he would be entitled to
(1) continuation of his base salary at the rate in effect immediately prior to
the termination date for 12 months following the termination date; (2) payment
of his target bonus for the year in which the Change in Control occurs plus his
accrued bonus, if any, with respect to the calendar year in which the
termination occurs, subject to the Board's assessment of applicable bonus
criteria and prorated from the beginning of such year to the date of the
termination; (3) immediate vesting of all of the unvested shares subject to the
Option and all other equity awards granted to him pursuant to the Plan; and
(4) continuation of coverage of group health plan benefits ("COBRA benefits"),
with the cost of the premium for such benefits shared by Mr. Doyle and the
Company in the same proportion as in effect on the date of termination, until
the earlier of (a) 12 months after the date of termination and (b) the date
Mr. Doyle becomes eligible for health benefits through another employer or
otherwise becomes ineligible for COBRA benefits. Mr. Doyle's receipt of such
termination payments and benefits is contingent upon execution of a general
release of claims in favor of the Company.
In the event Mr. Doyle's employment is terminated by the Company without Cause
or by Mr. Doyle for Good Reason, in either case other than a termination within
12 months following a Change in Control, provided he adheres to certain
conditions set forth in the Agreement, he would be entitled to (1) continuation
of his then current base salary for six months following the termination date;
and (2) COBRA benefits, with the cost of the premium for such benefits shared by
Mr. Doyle and the Company in the same proportion as in effect on the date of
termination, until the earlier of (a) six months after the date of termination
and (b) the date Mr. Doyle becomes eligible for health benefits through another
employer or otherwise becomes ineligible for COBRA benefits. Mr. Doyle's receipt
of such termination payments and benefits is contingent upon execution of a
general release of claims in favor of the Company.
The foregoing description of the Employment Agreement is a summary and is
qualified in its entirety by reference to the Employment Agreement, which is
attached hereto as Exhibit 10.1, and is incorporated by reference herein.
Other than the Employment Agreement, Mr. Doyle is not a party to any transaction
with the Company that would require disclosure under Item 404(a)
of Regulation S-K, and there are no arrangements or understandings between
Mr. Doyle and any other persons pursuant to which he was appointed as an officer
of the Company.
A copy of the press release issued by the Company announcing Mr. Doyle's
appointment is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Executive Employment Letter, effective as of January 19, 2021,
between the Company and John Doyle.
99.1 Press release dated January 19, 2021.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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