Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
Effective May 16, 2022, the Board of Directors of Mirati Therapeutics, Inc. (the
"Company") appointed Laurie Stelzer, as its Chief Financial Officer (including
as its principal financial officer and principal accounting officer).
Ms. Stelzer, age 54, previously served as Executive Vice President and Chief
Financial Officer of Arena Pharmaceuticals, Inc. (acquired by Pfizer Inc.) from
March 2020 to March 2022. Prior to joining Arena, Ms. Stelzer spent five years
as the Chief Financial Officer at Halozyme Therapeutics, Inc., leading Finance,
Information Technology, Business Development, Project Management and Site
Operations organizations. Prior to joining Halozyme, Ms. Stelzer held senior
management roles at Shire Plc (acquired by Takeda), including Senior Vice
President of Finance, Division CFO for Regenerative Medicine Division, and Head
of Investor Relations. Previously she held positions of increasing
responsibility during her fifteen-year career at Amgen, Inc., spanning the areas
of finance, treasury, global accounting, and international/emerging markets. Ms.
Stelzer received her B.S. in Accounting from Arizona State University, and her
M.B.A. from University of California, Los Angeles, Anderson School of
Management. She currently serves on the boards of Surface Oncology, Inc., an
immune-oncology company, and PMV Pharmaceuticals, Inc., a precision oncology
platform company.
In connection with her appointment as Chief Financial Officer, the Company
entered into an offer letter with Ms. Stelzer (the "Offer Letter") pursuant to
which the Company has agreed to pay Ms. Stelzer an annual base salary of
$530,000. Ms. Stelzer is also eligible to earn an annual target bonus of 45% of
her annual base salary. The Company will also pay Ms. Stelzer a one-time payment
of $150,000 (the "Sign-On Bonus"). If Ms. Stelzer's employment is terminated
before the second anniversary of her start date for any reason other than a
resignation for good reason or a termination without cause, Ms. Stelzer is
obligated to reimburse the Company the full amount of the Sign-On Bonus.
During Ms. Stelzer's employment, she will be eligible to participate in the
Company's equity compensation plans and employee benefit plans available to
other employees of the Company. Pursuant to the Offer Letter, Ms. Stelzer will
be granted (i) a stock option award to purchase shares of the Company's common
stock with an aggregate grant-date "fair value" of $3,250,000, based on the
Black-Scholes option-pricing model that the Company uses pursuant to ASC Topic
718 for financial reporting purposes, as measured by using the closing sale
price of the Company's common stock on the date of grant, as reported by the
Nasdaq Global Select Market and rounded down to the nearest whole share (the
"Option"), and (ii) a restricted stock unit award with a grant-date "fair value"
of $3,250,000, as calculated in accordance with applicable accounting standards
on the date of grant (the "RSU"). We intend to grant the Option and RSU on June
1, 2022 when we typically grant our other new hire awards. The Option will have
an exercise price per share equal to the closing price of the Company's common
stock on the Nasdaq Global Select Market on the date of grant, and will vest
over a period of four years, with 25% of the shares subject to the Option
vesting on the one-year anniversary of the date of grant and the balance vesting
monthly in equal installments over the following 36 months, subject to Ms.
Stelzer's continuous service. The RSU will vest over four years from the date of
grant, with 25% of the RSU vesting on each anniversary of the grant date,
subject to Ms. Stelzer's continuous service.
Pursuant to the Offer Letter, in the event Ms. Stelzer is subject to a
qualifying termination during a period commencing three months prior to a change
in control of the Company and ending 24 months following a change in control of
the Company (a "Change in Control Period"), Ms. Stelzer would be entitled to
receive (A) a cash payment equal to 18 months of base salary, and plus (2) an
amount equal to the target annual bonus for the year in which the qualifying
termination occurs, (B) accelerated vesting of all equity awards for common
stock held by Ms. Stelzer, and (C) payment of COBRA group health insurance
premiums for up to 18 months.
In the event Ms. Stelzer is subject to a qualifying termination outside of a
Change in Control Period, Ms. Stelzer would be entitled to receive (a) a cash
payment equal to 18 months of base salary (b) accelerated vesting of all equity
that otherwise would have vested in the 18 months following the termination, and
(c) payment of COBRA group health insurance premiums for up to 18 months. All
severance payments are conditioned upon Ms. Stelzer providing a standard release
of claims against the Company.
There is no arrangement or understanding between Ms. Stelzer and any other
person pursuant to which he was selected as an officer of the Company, and there
are no family relationships between Ms. Stelzer and any of the Company's
directors or executive officers. There are no transactions to which the Company
is a party and in which Ms. Stelzer has a direct or indirect material interest
that would be required to be disclosed under Item 404(a) of Regulation S-K.
The foregoing description of the terms of Ms. Stelzer's employment is not
complete and is qualified in its entirety by reference to the Offer Letter.
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In connection with the above-described appointment of Ms. Stelzer, Vickie Reed
will no longer be designated as the Company's principal financial officer or
principal accounting officer and will be retiring later this year.
On May 16, 2022, the Company issued a press release announcing the
above-described appointment of Ms. Stelzer as Chief Financial Officer, a copy of
which is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated May 16, 2022, regarding appointment of Ms. Stelzer as
Chief Financial Officer
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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