Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Justyna Kelly as Chief Operating Officer
POINT Biopharma Global Inc., a Delaware corporation (together with its wholly
owned subsidiaries, "POINT" or the "Company"), today announced the appointment
of Justyna Kelly, previously the Vice President, Medical Isotope Development and
Operations of the Company, as the Company's Chief Operating Officer, effective
as of December 1, 2021.
Ms. Kelly, 37 has served as POINT's Vice President, Medical Isotope Development
and Operations since November 2020. Ms. Kelly was responsible for all medical
isotope development and operations related to clinical and commercial programs
at the Company. Ms. Kelly has 11 years of radiopharmaceutical experience from
the Centre for Probe Development and Commercialization (CPDC), where she led
microbiology and sterility assurance programs, supported the build-out of
clinical-stage GMP manufacturing facilities, and managed several internal and
client radiopharmaceutical development programs. Ms. Kelly has expertise in
working with a variety of medical isotopes, including sourcing, supply chain,
development and manufacturing, and application to radiopharmaceutical
manufacturing. Ms. Kelly earned a Bachelor of Science and Master of Science in
biochemistry from McMaster University.
In connection with Ms. Kelly's appointment as Chief Operating Officer, Ms. Kelly
entered into a new employment agreement with POINT Biopharma USA Inc. The
employment agreement with Ms. Kelly provides for a base salary of $350,000 per
year (subject to periodic adjustment as determined by the Company's board of
directors (the "Board")), an annual incentive bonus of up to 37.5% of her base
salary based upon the Board's determination that established performance
objectives have been met by both POINT and Ms. Kelly and eligibility to
participate in our benefits plans generally available to our other executives.
Ms. Kelly will be eligible to receive a non-qualified option to purchase 70,000
shares of the Company's common stock, subject to the approval of the Board.
Pursuant to her employment agreement, Ms. Kelly will be reimbursed for
reasonable moving expenses, up to $45,000, and the reasonable cost of a
short-term lease, up to $35,000, until she enters into a long-term lease or
purchases a home. Further, the Company will reimburse Ms. Kelly up to $5,000 for
the cost of a tax professional with respect to advice with preparation of her
tax return for the year she moves to the United States. Ms. Kelly is entitled to
certain severance benefits upon a termination of her employment by the Company
without "cause" (as defined in the employment agreement), subject to her
execution and delivery of a release of claims in favor of the Company in the
form satisfactory to the Company, in the form of (i) a lump sum cash payment
equal to 25% of her then current base pay plus 25% of her maximum target annual
bonus; and (ii) so long as Ms. Kelly has been employed by the Company for three
(3) consecutive years from the effective date of the employment agreement, an
additional lump sum cash payment equal to one-twelfth (1/12th) of her then
current salary multiplied by the number of full years of employment.
Additionally, Ms. Kelly is entitled to certain benefits upon a termination of
her employment by the Company without "cause" (as defined in the employment
agreement) within 30 days prior to or within 12 months after a "change of
control" (as defined in the employment agreement), subject to her execution and
delivery of a release of claims in favor of POINT in the form satisfactory to
POINT, in the form of (i) a lump sum
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cash payment equal to 50% of her then current salary plus 50% of the maximum
target annual bonus; and (ii) so long as Ms. Kelly has been employed by the
Company for three (3) consecutive years from the effective date of the
employment agreement, an additional lump sum cash payment equal to one-twelfth
(1/12th) of her then current salary multiplied by the number of full years of
employment. In addition, any unvested stock options granted to Ms. Kelly will
vest and be exercisable upon a change in control. Ms. Kelly's employment
agreement also contains non-compete obligations within the United States and
Canada during its term and for six months thereafter and non-solicit obligations
for 18 months thereafter.
There are no arrangements or understandings between Ms. Kelly and any other
persons pursuant to which she was selected as the Company's Chief Operating
Officer. There are no family relationships between Ms. Kelly and any director or
executive officer of the Company, and Ms. Kelly has no direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Departure of Michael Gottlieb as Chief Commercial Officer
On November 25, 2021, Michael Gottlieb, the Chief Commercial Officer of the
Company, ceased his service to the Company. In connection with this event, Mr.
Gottlieb is entitled to certain severance payments as provided under his
employment agreement with the Company.
A copy of the press release announcing the appointment of Ms. Kelly and the
departure of Mr. Gottlieb is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Number Exhibit
99.1 Press Release, dated December 1 2021 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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