Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b)
On July 1, 2022, Nektar Therapeutics (the "Company") announced that Gil
Labrucherie will step down as Chief Financial Officer and Chief Operating
Officer of the Company, effective as of July 1, 2022.
(c)
On July 1, 2022, the Company announced the promotion of Jillian Thomsen, who
currently serves as Senior Vice President, Finance and Chief Accounting Officer,
to the position of Senior Vice President and Chief Financial Officer, effective
as of July 1, 2022. The full biography and other background information for Ms.
Thomsen required by Item 5.02(c) of Form 8-K are included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed
with the Securities and Exchange Commission on March 1, 2022, and such biography
and information are incorporated by reference into this Item 5.02(c).
There are no arrangements or understandings between Ms. Thomsen and any other
persons pursuant to which Ms. Thomsen was appointed as Chief Financial Officer
of the Company. There are also no family relationships between Ms. Thomsen and
any director or executive officer of the Company and she has no direct or
indirect material interest in any transaction or proposed transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
The terms of any material plan, contract or arrangement entered into or any
grant or award made in connection with Ms. Thomsen's appointment have not been
determined yet. To the extent any such arrangement is entered into or award is
made, the Company will file an amendment to this Form 8-K.
(e)
On April 25, 2022 (the "Notice Date"), the Company announced that John Northcott
will step down from the role of Senior Vice President and Chief Commercial
Officer of the Company. On June 29, 2022, the Company and Mr. Northcott entered
into an Employment Transition, Separation and Consultation Agreement (the
"Agreement") in connection with the termination of Mr. Northcott's employment
with the Company, effective as of June 30, 2022 (the "Separation Date"). In
connection with the Agreement, the Company and Mr. Northcott will also enter
into a standard release agreement.
Pursuant to the Agreement, during the transition period (the "Transition
Period") from the Notice Date through the Separation Date, Mr. Northcott
continued to serve as the Company's Senior Vice President and Chief Commercial
Officer in order to provide transition services according to the terms of the
Agreement. For such transition services, the Company continued to pay Mr.
Northcott's current base salary for the term of the Transition Period in
accordance with the usual payroll practices of the Company and subject to the
same rights, benefits, equity, salary, and vesting of equity awards, under any
employee benefit or compensation plan or program sponsored by Company or any of
its parent, subsidiary or affiliated entities that Mr. Northcott was eligible
for immediately prior to the Notice Date, provided that Mr. Northcott will not
be entitled to receive any cash bonuses or any additional grants of equity
awards as part of the Company's 2022 performance review process.
Subject to the terms of the Agreement and upon the execution of the standard
release agreement, the Company will (i) pay Mr. Northcott a lump sum severance
payment of $921,206.25, less all applicable withholdings and standard
deductions, (ii) if Mr. Northcott timely elects COBRA coverage, pay for certain
premiums for his group medical, dental, employee assistance program and vision
plan COBRA coverage from July 1, 2022 through June 30, 2023 or until Mr.
Northcott becomes eligible for similar group coverage from another employer, if
earlier, (iii) pay for certain career transition services, and (iv) provide for
certain information technology benefits.
Pursuant to the Agreement, immediately following the Separation Date, Mr.
Northcott began providing certain consulting services (the "Consulting
Services") to the Company, which Consulting Services will terminate no later
than December 31, 2022 (the "Consulting Services Term"). For the Consulting
Services, the Company will pay Mr. Northcott, per month, (i) a monthly retainer
of $20,000 for up to 60 hours of Consulting Services and (ii) $335 per hour of
Consulting Services in excess of 60 hours, subject to certain conditions as set
forth in the Agreement. In addition, the Company will reimburse Mr. Northcott
for reasonable out-of-pocket travel costs and other expenses approved by the
Company.
Also, in order to better align the compensation and benefits received by Mr.
Northcott for providing Consulting Services to the Company with the compensation
and benefits received by other senior vice presidents of the Company, the
Agreement provides that Mr. Northcott will be treated similarly to other senior
vice presidents of the Company with regard to certain travel and change of
control benefits, all of which are specified in the Agreement. In accordance
with the terms of the Company's equity incentive plans, all options held by Mr.
Northcott that are outstanding and vested as of the Separation Date shall remain
exercisable during the Consulting Services Term and until June 30, 2023
thereafter, if not earlier expired or otherwise terminated. Following the
Separation Date, none of the unvested equity awards held by Mr. Northcott as of
the Separation Date shall continue to vest pursuant to the regular vesting
schedule associated with each award.
The Agreement also contains standard terms and conditions for arrangements of
such type.
The foregoing is a summary only and does not purport to be a complete
description of all of the terms, provisions and agreements contained in the
Agreement, and is subject to and qualified in its entirety by reference to the
complete text of the Agreement, a copy of which will be filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the quarter ending June 30,
2022.
1
© Edgar Online, source Glimpses