Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officer.
Appointment of President
On October 11, 2021, Minerva Neurosciences, Inc. (the "Company") announced the
appointment of Geoffrey Race as the Company's President, effective October 11,
2021. Mr. Race thereby will no longer serve as the Company's Executive Vice
President, Chief Financial Officer and Chief Business Officer.
Mr. Race, age 61, has provided services to the Company since July 2010, first as
a consultant and then as an employee beginning in May 2014. Mr. Race most
recently held the positions of the Company's Executive Vice President and Chief
Financial Officer, from May 2014 to October 2021, and Chief Business Officer
from January 2016 to October 2021. Mr. Race also serves as a member of the
boards of directors of Huq Industries Ltd. and F-star Therapeutics Ltd. Mr. Race
is a Fellow of the Institute of Chartered Management Accountants and earned his
M.B.A. from Durham University Business School (UK).
In connection with Mr. Race's appointment, Mind-NRG SARL, a wholly owned
subsidiary of the Company, and Mr. Race entered into a First Amendment to that
certain Employment Agreement dated as of August 1, 2016, effective October 11,
2021 (the "Race Employment Agreement Amendment"), to reflect Mr. Race's new
position as the President of the Company and Mind-NRG SARL. Under the Race
Employment Agreement Amendment, Mr. Race will continue being eligible to receive
an annual base salary of $442,293, plus any mandatory contributions for family
and children allowances.
The foregoing descriptions are a summary of the Race Employment Agreement
Amendment and are qualified in their entirety by reference to the full text of
the Race Employment Agreement Amendment, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
There are no arrangements or understandings between Mr. Race and any other
person pursuant to which he is being appointed as President of the Company.
Mr. Race has no family relationship with any of the executive officers or
directors of the Company, and he 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.
Appointment of Chief Financial Officer
On October 11, 2021, the Company announced the appointment of Frederick Ahlholm
as the Company's Chief Financial Officer (principal financial officer and
principal accounting officer), effective October 11, 2021. Mr. Ahlholm thereby
will no longer serve as Chief Accounting Officer of the Company but will
continue in the role of Senior Vice President of Finance.
Mr. Ahlholm, age 56, has provided services to the Company since January 2014,
first as a consultant and then as an employee beginning in June 2014.
Mr. Ahlholm most recently held the positions of the Company's Chief Accounting
Officer from July 2014 to October 2021, and Senior Vice President of Finance
from May 2015 to October 2021. Mr. Ahlholm has over 15 years of experience
leading the finance organization at publicly-traded biotech companies, is a CPA
and earned his B.A. in Business Administration at the University of Notre Dame.
In connection with Mr. Ahlholm's appointment, the Company and Mr. Ahlholm
entered into an Amended and Restated Employment Agreement, effective October 11,
2021 (the "Ahlholm Employment Agreement"). Under the Ahlholm Employment
Agreement, Mr. Ahlholm's annual base salary will increase from $373,890 to
$400,000. Mr. Ahlholm is also eligible to receive an annual performance bonus in
an amount equal to 45% of Mr. Ahlholm's base salary, with the actual bonus
amount for the applicable calendar year to be determined by the Company based on
achievement of objectives established by the Board and/or the Compensation
Committee of the Board (the "Compensation Committee"), and specific annual
objectives for Mr. Ahlholm's position, to be set by the Board, the Compensation
Committee, and/or the President of the Company. Subject to the severance
benefits described herein, in order to be eligible to receive the annual bonus,
Mr. Ahlholm must remain employed by the Company at the time it makes annual
bonus payments to employees for that year, which generally occurs during the
first quarter of the following year.
Under the Ahlholm Employment Agreement, Mr. Ahlholm will continue to be eligible
to participate in the Company's benefit plans, as may be maintained by the
Company from time to time, including the retention program benefits described in
the letter to Mr. Ahlholm dated October 13, 2020 (a copy of which was filed as
Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter
ended
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September 20, 2020), as amended and supplemented by the supplemental retention
program benefits described in the letter to Mr. Ahlholm dated April 27, 2021
(the form of which was filed as Exhibit 10.3 to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 2021). In addition, the Company is
required to reimburse or otherwise provide for payment for reasonable
out-of-pocket business expenses incurred by Mr. Ahlholm in furtherance of or in
connection with the legitimate business of the Company, subject to such
reasonable documentation or policy requirements established by the Company from
time to time.
In the event that Mr. Ahlholm experiences a termination of his employment
without "cause" or he resigns for "good reason" outside of 12 month period
immediately following a Change in Control (as defined in the Ahlholm Employment
Agreement), provided that he executes and makes effective a separation agreement
and release against the Company and its affiliates, Mr. Ahlholm will become
entitled to (i) continued payment of his annual base salary for nine months,
(ii) payment of his COBRA premiums, less the amount charged to active employees
for health coverage, for up to nine months, (iii) payment of a pro-rata portion
of his annual bonus, (iv) immediate vesting of any unvested options that are
outstanding immediately prior to the date of termination and, but for the
termination of his employment, would have vested during the nine month period
immediately following the date of termination, and (v) continued eligibility of
the performance-based restricted stock units ("PRSUs") granted to Mr. Ahlholm to
vest based solely on satisfaction of the applicable performance milestones for a
nine month period and waiver of any obligation to remain in service with the
Company. In the event that Mr. Ahlholm experiences a termination of his
employment without "cause" or he resigns for "good reason" within 12 month
period immediately following a Change in Control, provided that he executes and
makes effective a separation agreement and release against the Company and its
affiliates, Mr. Ahlholm will become entitled to (i) continued payment of his
annual base salary for 12 months, (ii) payment of his COBRA premiums, less the
amount charged to active employees for health coverage, for up to 12 months;
(iii) payment of his full annual bonus for the performance year in which the
termination occurs, payable as a lump sum payment; and (iv) immediate vesting of
all outstanding unvested options, including Mr. Ahlholm's PRSUs.
The foregoing descriptions are a summary of the Ahlholm Employment Agreement and
are qualified in their entirety by reference to the full text of the Ahlholm
Employment Agreement, a copy of which is filed as Exhibit 10.2 to this Current
Report on Form 8-K and is incorporated herein by reference.
There are no arrangements or understandings between Mr. Ahlholm and any other
person pursuant to which he is being appointed as Chief Financial Officer of the
Company. Mr. Ahlholm has no family relationship with any of the executive
officers or directors of the Company, and he 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.
Press Release
On October 11, 2021, the Company issued a press release announcing the
appointments described above of Mr. Race and Mr. Ahlholm. The press release is
attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 First Amendment to the Employment Agreement of Geoff Race by
and between Mind-NRG SARL and Geoff Race, effective October 11,
2021.
10.2 Amended and Restated Employment Agreement by and between
Minerva Neurosciences, Inc. and Frederick Ahlholm, effective
October 11, 2021
99.1 Press Release of Minerva Neurosciences, Inc. dated October 11,
2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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