Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 15, 2022, Epizyme, Inc. (the "Company") issued a press release
announcing the appointment of Jerald Korn as its Chief Operating Officer,
effective upon commencement of his employment with the Company on or about
March 21, 2022 (the "Commencement Date").
Mr. Korn most recently served as Chief Operating Officer and General Counsel of
Kaleido Biosciences, Inc. ("Kaleido") from July 2021 to March 2022 after having
been hired as General Counsel and Corporate Secretary in July 2019 and promoted
to General Counsel and Chief Administrative Officer in January 2021. Prior to
joining Kaleido, Mr. Korn served in various roles of increasing responsibility
at TESARO, Inc. ("TESARO") from April 2015 to July 2019, including General
Counsel and Chief Administrative Officer, Global Chief Compliance Officer and
Deputy General Counsel, and Assistant General Counsel and Compliance Officer.
Prior to TESARO, Mr. Korn served in a variety of legal and compliance roles at
other pharmaceutical companies, including Cubist Pharmaceuticals, Inc. from
August 2013 to March 2015, Millennium Pharmaceuticals from July 2011 to August
2013 and AMAG Pharmaceuticals, Inc. from August 2008 to July 2011. Prior to AMAG
Pharmaceuticals, he was an associate in the law firm of Ropes & Gray LLP.
Mr. Korn holds a bachelor's degree in economics from Harvard University and a
J.D. from Boston University School of Law.
There are no arrangements or understandings between Mr. Korn and any other
person, or with the Company, pursuant to which Mr. Korn was appointed to serve
as an officer of the Company. Mr. Korn has no family relationships with any of
the executive officers or directors of the Company, and there are no related
party transactions of the kind described in Item 404(a) of Regulation S-K in
which Mr. Korn was a participant.
Mr. Korn has entered into an employment offer letter with the Company (the
"Offer Letter"). Under the Offer Letter, Mr. Korn's annual base salary is
$475,000 and his annual target bonus opportunity will be 40% of his annual base
salary. Although Mr. Korn will be employed by the Company for a partial year in
2022, he will be eligible for the full year target bonus for 2022. Mr. Korn will
also receive a one-time sign-on bonus payment of $100,000; provided, however,
that in the event of Mr. Korn's voluntary departure or resignation from the
Company for any reason or the Company's termination of Mr. Korn's employment for
cause within twelve months of the Commencement Date, Mr. Korn will repay the
full amount of such sign-on bonus within thirty days after the termination of
his employment with the Company. Additionally, as a material inducement to
Mr. Korn's acceptance of employment with the Company, and pursuant to Nasdaq
Listing Rule 5635(c)(4), on April 1, 2022 (the "Grant Date") Mr. Korn will be
granted inducement stock options to purchase 800,000 shares of the Company's
common stock, exercisable at a price per share equal to the closing market price
of the Company's common stock on the Grant Date. The stock options will vest as
to 25% of the underlying shares on the first anniversary of the Grant Date and
as to an additional 2.0833% of the shares at the end of each successive month
following the first anniversary of the Grant Date until the fourth anniversary
of the Grant Date.
Under the Company's Executive Severance and Change in Control Plan (the
"Severance Plan"), if the Company terminates Mr. Korn's employment without cause
(as defined in the Severance Plan), prior to or more than twelve months
following a change in control (as defined in the Severance Plan), he will be
entitled to receive his monthly base salary and medical benefits for nine months
following the date of such termination or, if the Company terminates Mr. Korn's
employment without cause or he terminates his employment for good reason (as
defined in the Severance Plan) within twelve months following a change in
control, he will be entitled to receive his monthly base salary and medical
benefits for twelve months following the date of such termination and 100% of
his target bonus, and any unvested stock options or restricted stock unit awards
(or, in the case of restricted stock awards, any such awards that remain subject
to repurchase by the Company) Mr. Korn may have as of his termination date shall
immediately vest, in either case subject to Mr. Korn signing a severance
agreement and release of claims.
The foregoing descriptions of the Offer Letter and the Severance Plan do not
purport to be complete and are qualified in their entirety by reference to the
Offer Letter, a copy of which will be filed with the Securities and Exchange
Commission (the "SEC") as an exhibit to the Company's next Quarterly Report on
Form 10-Q, and the Severance Plan, a copy of which was filed as Exhibit 10.11 to
the Company's Annual Report on Form 10-K filed with the SEC on February 26, 2019
and is incorporated herein by reference.
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Also in connection with Mr. Korn's appointment as Chief Operating Officer of the
Company, Mr. Korn will enter into the Company's standard form of indemnification
agreement, a copy of which was filed as Exhibit 10.16 to Amendment No. 1 to the
Company's Registration Statement on Form S-1 (File No. 333-187982) filed with
the SEC on April 26, 2013 and is incorporated herein by reference. Pursuant to
the terms of the indemnification agreement, the Company may be required, among
other things, to indemnify Mr. Korn for some expenses, including attorneys'
fees, judgments, fines and settlement amounts incurred by him in any action or
proceeding arising out of his service as Chief Operating Officer.
Item 7.01 Regulation FD Disclosure
On March 15, 2022, the Company issued a press release announcing Mr. Korn's
appointment as the Company's Chief Operating Officer as well as dosing of the
first patient in the Phase 3 randomized portion of SYMPHONY-1 (EZH-302), the
Company's Phase 1b/3 confirmatory study assessing tazemetostat in combination
with rituximab + lenalidomide (R2) compared with R2 plus placebo in patients
with relapsed or refractory follicular lymphoma. A copy of this press release is
furnished as Exhibit 99.1 to this current report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release issued by the Company on March 15, 2022*
104 Cover Page Interactive Data File (embedded within XBRL document)
* The exhibit shall be deemed to be furnished, and not filed.
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