Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Director
On July 1, 2021, the Board appointed Christine Pellizzari as a Class II
Director. Ms. Pellizzari has served as the General Counsel and Corporate
Secretary of Insmed, Inc. ("Insmed") since 2013 and as Chief Legal Officer since
2018. Prior to joining Insmed, from 2007 through 2012, Ms. Pellizzari held
various legal positions of increasing responsibility at Aegerion
Pharmaceuticals, Inc. ("Aegerion"), most recently as Executive Vice President,
General Counsel and Secretary. Prior to Aegerion, Ms. Pellizzari served as
Senior Vice President, General Counsel and Secretary of Dendrite International,
Inc. ("Dendrite"). Ms. Pellizzari joined Dendrite from the law firm of Wilentz,
Goldman & Spitzer where she specialized in health care transactions and related
regulatory matters. She previously served as law clerk to the Honorable Reginald
Stanton, Assignment Judge for the Superior Court of New Jersey. Ms. Pellizzari
received her Bachelor of Arts, cum laude, from the University of Massachusetts,
Amherst and her Juris Doctor degree from the University of Colorado, Boulder.
Ms. Pellizzari's Class II term will expire at the Company's Annual Meeting of
Stockholders in 2023. Ms. Pellizzari has been appointed to the Audit Committee
of the Board. Ms. Pellizzari will receive standard non-employee director
compensation under the Company's policies. Ms. Pellizzari does not have any
relationship with the Company that would require disclosure pursuant to Item
404(a) of Regulation S-K.
Indemnification Agreements
On July 1, 2021, each director and executive officer of the Company entered into
an indemnification agreement with the Company. The form of such indemnification
agreements is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Employment Agreements
On July 7, 2021, the Company entered into new employment agreements with each of
Stephen Brady, the Chief Executive Officer of the Company, Thomas Dubensky,
Ph.D., the President of the Company, and Samuel Whiting, M.D., Ph.D., the Chief
Medical Officer of the Company, copies of which are attached as Exhibits 10.2,
10.3 and 10.4 and are incorporated herein by reference.
Pursuant to his employment agreement, Mr. Brady is entitled to an annual base
salary of $475,283 and is eligible for an annual performance bonus with a target
amount equal to 40% of his base salary. In addition, Mr. Brady's employment
agreement confirms a grant of stock options to purchase 250,000 shares of the
Company's common stock. In the event that Mr. Brady experiences a termination of
his employment without "cause" or he resigns for "good reason" outside of the
"change in control period" (as such terms are defined in Mr. Brady's employment
agreement), provided that he executes and makes effective a release of claims
against the Company and its affiliates, Mr. Brady will become entitled to (i) an
amount equal to 12 months' annual base salary plus a prorated portion of his
target annual bonus for the year in which his employment terminates, payable in
bi-weekly installments, (ii) an amount equal to any annual bonus for any
completed calendar year, to the extent earned but not yet paid at the time of
such termination, and (iii) provided that Mr. Brady elects healthcare
continuation coverage under COBRA, Company-paid COBRA premiums for a maximum of
12 months.
In the event that Mr. Brady experiences a termination of his employment without
cause or he resigns for good reason during the change in control period,
provided that he executes and makes effective a release of claims against the
Company and its affiliates, Mr. Brady will become entitled to (i) an amount
equal to 18 months' annual base salary and 150% of his
--------------------------------------------------------------------------------
target annual performance bonus, payable in a lump sum, (ii) an amount equal to
any annual bonus for any completed calendar year, to the extent earned but not
yet paid at the time of such termination; (iii) provided that Mr. Brady elects
healthcare continuation coverage under COBRA, Company-paid COBRA premiums for a
maximum of 18 months.
Pursuant to his employment agreement, Dr. Dubensky is entitled to an annual base
salary of $476,283 and is eligible for an annual performance bonus with a target
amount equal to 40% of his base salary. In addition, Dr. Dubensky's employment
agreement confirms a grant of stock options to purchase 250,000 shares of the
Company's common stock. In the event that Dr. Dubensky experiences a termination
of his employment without "cause" or he resigns for "good reason" outside of the
"change in control period" (as such terms are defined in Dr. Dubensky's
employment agreement), provided that he executes and makes effective a release
of claims against the Company and its affiliates, Dr. Dubensky will become
entitled to (i) an amount equal to 12 months' annual base salary plus a prorated
portion of his target annual bonus for the year in which his employment
terminates, payable in bi-weekly installments, (ii) an amount equal to any
annual bonus for any completed calendar year, to the extent earned but not yet
paid at the time of such termination, and (iii) provided that Dr. Dubensky
elects healthcare continuation coverage under COBRA, Company-paid COBRA premiums
for a maximum of 12 months.
In the event that Dr. Dubensky experiences a termination of his employment
without cause or he resigns for good reason during the change in control period,
provided that he executes and makes effective a release of claims against the
Company and its affiliates, Dr. Dubensky will become entitled to (i) an amount
equal to 18 months' annual base salary and 100% of his target annual performance
bonus, payable in a lump sum, (ii) an amount equal to any annual bonus for any
completed calendar year, to the extent earned but not yet paid at the time of
such termination; and (iii) provided that Dr. Dubensky elects healthcare
continuation coverage under COBRA, Company-paid COBRA premiums for a maximum of
18 months.
Pursuant to his employment agreement, Dr. Whiting is entitled to an annual base
salary of $400,000 and is eligible to receive an annual performance bonus with a
target amount equal to 35% of his base salary. In the event that Dr. Whiting
experiences a termination of his employment without "cause" or he resigns for
"good reason" outside of the "change in control period" (as such terms are
defined in Dr. Whiting's employment agreement), provided that he executes and
makes effective a release of claims against the Company and its affiliates,
Dr. Whiting will become entitled to (i) an amount equal to nine months' annual
base salary plus a prorated portion of his target annual bonus for the year in
which his employment terminates, payable in bi-weekly installments, (ii) an
amount equal to any annual bonus for any completed calendar year, to the extent
earned but not yet paid at the time of such termination, and (iii) provided that
Dr. Whiting elects healthcare continuation coverage under COBRA, Company-paid
COBRA premiums for a maximum of nine months.
In the event that Dr. Whiting experiences a termination of his employment
without cause or he resigns for good reason during the change in control period,
provided that he executes and makes effective a release of claims against the
Company and its affiliates, Dr. Whiting will become entitled to (i) an amount
equal to 12 months' annual base salary and 100% of his target annual performance
bonus, payable in a lump sum, (ii) an amount equal to any annual bonus for any
completed calendar year, to the extent earned but not yet paid at the time of
such termination; and (iii) provided that Dr. Whiting elects healthcare
continuation coverage under COBRA, Company-paid COBRA premiums for a maximum of
12 months.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit Description
10.1 Form of Indemnification Agreement
10.2 Employment Agreement, dated July 7, 2021, by and between the Company
and Stephen Brady
10.3 Employment Agreement, dated July 7, 2021, by and between the Company
and Thomas Dubensky, Ph.D.
10.4 Employment Agreement, dated July 7, 2021, by and between the Company
and Samuel Whiting, M.D., Ph.D.
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