Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Jeremy Gowler as Chief Operating Officer and Chief Commercial
Officer
On December 6, 2022, Invivyd, Inc. (the "Company") announced the appointment of
Jeremy Gowler, age 46, as the Company's Chief Operating Officer and Chief
Commercial Officer, effective as of December 16, 2022 (the "Gowler Effective
Date"). Mr. Gowler was appointed Chief Operating Officer and Chief Commercial
Officer by the Board of Directors (the "Board") of the Company on September 16,
2022.
Mr. Gowler has 20 years of experience in senior commercial leadership roles in
the pharmaceutical and biotech industry. Most recently, Mr. Gowler has held the
role of Global Head of Commercial for the Biopharmaceutical business of Sandoz
(a division of Novartis) from April 2020 until his departure in December 2022 to
join the Company. Mr. Gowler started his career in the pharmaceutical industry
in 2002 with Novartis as a medical representative. He progressed through roles
of increasing responsibility with Novartis in the areas of marketing, sales,
medical affairs and operations in Canada, the US and in Switzerland until his
departure in 2014. Mr. Gowler then joined PaxVax, a private equity backed
biotechnology company, which was focused on developing and commercializing
specialty human vaccines. He held the role of VP, Global Commercial at PaxVax
from 2014 to October 2018. PaxVax was sold to Emergent Biosolutions in 2018,
where Mr. Gowler became VP of Global Commercial for Emergent's vaccines business
unit until his departure for Sandoz in October 2020. Mr. Gowler holds a BSc with
a double major in Biology and Environmental Studies from the University of
Victoria and a Dipl T in Marketing Management from the British Columbia
Institute of Technology.
In connection with Mr. Gowler's appointment, the Company entered into an
employment agreement with Mr. Gowler (the "Employment Agreement"). The
Employment Agreement provides that Mr. Gowler's employment will continue until
either the Company or Mr. Gowler terminates Mr. Gowler's employment in
accordance with the terms of the Employment Agreement.
Pursuant to the Employment Agreement, Mr. Gowler is entitled to receive an
annual base salary of $440,000, which will be reviewed at least annually and
will be subject to adjustment from time to time, as determined by the Board or
the Compensation Committee of the Board (the "Compensation Committee"). In
addition, pursuant to the Employment Agreement, Mr. Gowler is entitled to
receive a one-time signing bonus of $150,000 within 30 days from the Gowler
Effective Date, which will be earned on the twelve (12) month anniversary of the
Gowler Effective Date and subject to potential repayment as contemplated in the
Employment Agreement. In addition, pursuant to the Employment Agreement,
Mr. Gowler is eligible to receive an annual cash bonus, which is based on the
achievement of certain performance goals and objectives as reasonably determined
by the Compensation Committee, calculated as a percentage of his annual base
salary, and which will be determined by the Compensation Committee. Mr. Gowler's
initial target annual bonus is 40% of his annual base salary in effect on
January 1st of the applicable performance period. For calendar year 2022,
Mr. Gowler will be eligible to earn his full target bonus based on his base
salary as of the Gowler Effective Date even though he will not be employed by
the Company for the full calendar year, provided however the amount earned and
paid will be in the sole discretion of the Compensation Committee consistent
with the determinations of the Compensation Committee of the corporate
multiplier for calendar year 2022.
In addition, the Company granted Mr. Gowler an option to purchase 625,000 shares
of the Company's common stock at an exercise price equal to the closing sales
price for the Company's common stock as quoted on the Nasdaq Stock Market on the
Gowler Effective Date (the "Option Grant"). Twenty-five percent of the shares
underlying the Option Grant will vest on the first anniversary of the Gowler
Effective Date with the remaining shares underlying the Option Grant vesting
over the subsequent three-year period in substantially equal monthly
installments at a rate of 1/48th of the total shares subject to the Option Grant
each month, subject to Mr. Gowler's continuous service to the Company as of each
vesting date. The Option Grant was made pursuant to the Company's 2021 Equity
Incentive Plan (the "Plan") and the Company's form of option award agreement
(the "Award Agreement").
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The Employment Agreement provides for standard benefits, such as paid time off,
reimbursement of business expenses, and participation in the Company's employee
benefit plans and programs. In the event that Mr. Gowler's employment terminates
due to death or a disability, he will be entitled to accrued obligations and
payment of any unpaid annual bonus earned based on achievement of the applicable
performance goals and objectives so long as his employment terminates after the
completion of the calendar year but prior to the date of payment of the bonus
(the "Earned Bonus"). In the event that Mr. Gowler's employment is terminated,
other than during the period commencing on the earlier of (x) the signing of a
definitive agreement that, if closed, would result in a "change in control" (as
defined in the Plan) and (y) the date that is three (3) months prior to the
closing of a change in control and ending on the date that is twelve (12) months
following a change in control (the "Change in Control Period"), by the Company
without "cause" or by him for "good reason" (each as defined in the Employment
Agreement), and subject to the delivery to the Company of a separation agreement
that includes a general release of claims and such separation agreement becoming
fully effective, Mr. Gowler will receive cash severance equal to 9 months of his
base salary, as well as the Earned Bonus, if applicable, and 9 months
continuation of benefits. In addition, the unvested portion of any outstanding
time-based equity awards held by Mr. Gowler as of the date of termination would
remain outstanding for 3 months following such date of termination.
In the event that Mr. Gowler's employment is terminated by the Company without
cause or by him for good reason, in either case, during the Change in Control
Period, and subject to his delivery to the Company of a separation agreement
that includes a general release of claims and subject to such separation
agreement becoming fully effective, Mr. Gowler will receive cash severance equal
to the sum of 12 months of his base salary and his target bonus for the year of
termination, payable in a lump sum, as well as the Earned Bonus, if applicable,
and 12 months continuation of benefits. In such case, Mr. Gowler will also be
entitled to immediate acceleration and full vesting of any time-based equity
awards, as if his employment continued until the later of the date of
termination (or, if later, the change in control) or the effective date of the
separation agreement.
In connection with his appointment. Mr. Gowler also entered into (i) an
indemnification agreement in the form previously approved by the Board, which
form is filed as Exhibit 10.4 to the Company's Registration Statement on Form
S-1/A, filed with the U.S. Securities and Exchange Commission on August 2, 2021
(the "Indemnification Agreement"), and (ii) the Company's standard form of
Employee Proprietary Information and Inventions Assignment Agreement (the
"PIAA"), which, among other things, prohibits him from competing with the
Company, soliciting the Company's employees and customers and disclosing
confidential information during the term of his engagement and for a specified
time thereafter.
Other than with respect to the Employment Agreement, the Award Agreement, the
Indemnification Agreement and the PIAA, there are no arrangements or
understandings between Mr. Gowler and any other persons pursuant to which
Mr. Gowler was appointed as Chief Operating Officer and Chief Commercial Officer
of the Company. There are also no family relationships between Mr. Gowler and
any director or executive officer of the Company and Mr. Gowler has no direct or
indirect interest in any transaction or proposed transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
The description of the Employment Agreement does not purport to be complete and
is qualified in its entirety by reference to the complete text of the Employment
Agreement, which is filed herewith as Exhibit 10.1 and is incorporated by
reference in this Item 5.02.
Item 8.01. Other Events.
On December 6, 2022, the Company issued a press release announcing Mr. Gowler's
appointment as Chief Operating Officer and Chief Commercial Officer, as well as
other organizational changes. A copy of the press release is filed herewith as
Exhibit 99.1 and is incorporated by reference in this Item 8.01.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Employment Agreement, dated September 17, 2022, by and between
Invivyd, Inc. and Jeremy Gowler
99.1 Press Release, dated December 6, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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