Item 5.02. Departure of Directors or Certain Officers; Election of Directors.
On June 14, 2021, Forma Therapeutics Holdings, Inc. (the "Company") announced
the appointment of John Bishop, Ph.D., as Chief Technology Officer of the
Company, effective June 14, 2021 (the "Effective Date"). In connection with
Dr. Bishop's appointment, the Company has entered into an employment agreement
with Dr. Bishop, dated May 28, 2021 (the "Employment Agreement"), pursuant to
which Dr. Bishop will serve as Chief Technology Officer of the Company,
effective as of the Effective Date. The Employment Agreement, which is in the
same form as its standard form of employment agreement with the Company's other
executive officers, provides for "at will" employment and entitles Dr. Bishop to
an annual base salary of $425,000 and an initial one-time signing bonus of
$165,000. Dr. Bishop is also eligible for annual incentive compensation targeted
at 40% of his base salary. Dr. Bishop is eligible to participate in the employee
benefit plans generally available to full-time employees, subject to the terms
of those plans.
Pursuant to the Employment Agreement, if Dr. Bishop's employment is terminated
by the Company without cause or by Dr. Bishop for good reason within three
months prior to and in connection with the closing of a change of control (as
such terms are defined in his Employment Agreement and subject to the terms and
conditions therein) or the twelve-month period following a change in control,
then Dr. Bishop will be entitled to (1) a lump sum cash payment equal to the sum
of his then-current annual base salary (or his base salary in effect immediately
prior to the change in control, if higher) and his target bonus for the
then-current year, (2) full acceleration of all time-based equity awards held by
Dr. Bishop, and (3) monthly cash payments equal to the monthly employer
contribution that the Company would have made to provide health insurance for
Dr. Bishop and any covered dependents until the earliest of (i) the twelve month
anniversary of the date of termination, (ii) Dr. Bishop's eligibility for group
medical plan benefits under any other employer's group medical plan or (iii) the
cessation of Dr. Bishop's continuation rights under Consolidated Omnibus Budget
Reconciliation Act (COBRA).
In connection with Dr. Bishop's appointment, the Compensation Committee (the
"Compensation Committee") of the Company's board of directors granted Dr. Bishop
a stock option to purchase up to 67,000 shares of the Company's common stock.
Twenty-five percent of the shares underlying such option shall vest on June 14,
2022 and the remainder of such shares shall vest in thirty-six equal monthly
installments thereafter. The Compensation Committee also granted Dr. Bishop
22,000 restricted stock unit awards ("RSUs"). Twenty-five percent of the RSUs
shall vest on June 14, 2022 and an additional twenty-five percent of the
remaining RSUs shall vest annually on each anniversary of June 14.
Item 7.01. Regulation FD Disclosure.
On June 14, 2021, in connection with Dr. Bishop's appointment as Chief
Technology Officer, the Company issued a press release titled "Forma
Therapeutics Announces Appointment of Industry Veteran John E. Bishop, Ph.D., as
Chief Technology Officer," a copy of which is furnished herewith as Exhibit 99.1
to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, attached hereto, is
intended to be furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except
as expressly set forth by specific reference in such filing.
Item 9.01. Exhibits
99.1 Press release issued by Forma Therapeutics Holdings, Inc. on June 14,
2021, furnished herewith.
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