Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Chief Financial Officer
On November 23, 2020, Iovance Biotherapeutics, Inc. (the "Company") entered into
an Executive Employment Agreement with Jean-Marc Bellemin (the "Agreement"),
pursuant to which Mr. Bellemin shall be appointed as the new Chief Financial
Officer and Treasurer of the Company, effective December 14, 2020 (the
"Effective Date"). On the Effective Date, Mr. Bellemin will replace Michael C.
Swartzburg, the Company's Vice President, Finance, as the Company's Principal
Financial Officer. Mr. Swartzburg will remain the Company's Principal Accounting
Officer.
Under the Agreement, the Company agreed to pay Mr. Bellemin an annual base
salary of $450,000. In addition, the Company agreed to grant Mr. Bellemin an
option (the "Option") to purchase up to an aggregate of 150,000 shares of the
Company's common stock. The grant of the Option will become effective on the
Effective Date, will have a ten-year term, and will have an exercise price equal
to the closing trading price of the Company's common stock on the Effective
Date. Provided that Mr. Bellemin is still employed with the Company on the
following dates, the Option will vest in installments as follows: (i) options
for the purchase of one-third of the 150,000 shares shall vest on the one-year
anniversary of the Effective Date; and (ii) the remaining options shall vest as
to one-twelfth of 150,000 shares at the end of each quarter over the next two
years, commencing with the first quarter following the first anniversary of the
Effective Date. Upon the termination of Executive's employment with the Company,
except as otherwise provided in the Agreement, the unvested Options will be
forfeited and returned to the Company.
Mr. Bellemin will be eligible to participate in the Company's annual cash bonus
program applicable to executive employees, as approved annually by the Board of
Directors. The maximum potential amount payable to Mr. Bellemin under the bonus
plan, if earned, will be 40% of his base salary earned during the applicable
calendar year. Compensation under the bonus plan will be conditioned on the
satisfaction of individual and corporate objectives, as established in writing
by the Company, and on the condition that Mr. Bellemin is still employed by the
Company on the payment date of the bonus compensation.
Mr. Bellemin's employment with the Company will be "at-will" and will not be for
any specific period of time. If the Company terminates Mr. Bellemin without
cause, Mr. Bellemin will receive (i) his base salary through the date of
termination; (ii) a severance payment equal to six months of his then base
salary, provided he satisfies the severance conditions set forth in the
Agreement; and (iii) any benefits required to be paid in accordance with
applicable benefit plans through the date of termination. Mr. Bellemin will also
be entitled to certain severance payments if he is terminated without cause in
connection with a "change of control" (as defined in the Agreement) of the
Company.
Mr. Bellemin, 48, served as Executive Vice President of Finance and Chief
Financial Officer of Gritstone Oncology, Inc., from January 2018 to November
2020. Prior to Gritstone, from January 2008 to December 2017, Mr. Bellemin
served as senior vice president, market access, business solutions and services
of Actelion Pharmaceuticals US Inc., or Actelion, a biotechnology company, until
Actelion was acquired by Johnson & Johnson in 2017. Prior to Actelion, Mr.
Bellemin held several financial leadership roles at Guerbet Group. Mr. Bellemin
received a university degree in economics, a master's degree in finance from
Université Paris Dauphine, a postgraduate degree in finance and accounting from
Université Paris II Panthéon-Assas and an M.B.A. degree from the ESSEC Business
School in Paris, France.
There are no arrangements or understandings between Mr. Bellemin and any other
persons pursuant to which he was chosen as an officer of the Company. There are
no family relationships between Mr. Bellemin and any of the Company's directors,
executive officers, or persons nominated or chosen by the Company to become a
director or executive officer. Mr. Bellemin is not a party to any current or
proposed transaction with the Company for which disclosure is required under
Item 404(a) of Regulation S-K. The Agreement with Mr. Bellemin will be filed
with a subsequent Exchange Act filing by the Company.
The Company elected to delay the filing of the disclosure of the appointment of
Mr. Bellemin as Chief Financial Officer until the public announcement of his
appointment in accordance with the instruction to paragraph (c) of Item 5.02(c)
of Form 8-K.
Item 8.01 Other Events.
On December 14, 2020, the Company issued a press release announcing Mr.
Bellemin's appointment as the Company's Chief Financial Officer. The full text
of the press release is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release of Iovance Biotherapeutics, Inc., dated December 14,
2020.
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