Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective September 11, 2020 (the "Effective Date"), the Board of Directors (the
"Board") of Savara Inc. ("Savara") appointed Matthew Pauls as Chairman and
Interim Chief Executive Officer ("CEO") of Savara.
Mr. Pauls' appointment follows the resignation of Rob Neville from his position
as Chief Executive Officer and a member of the Board and that of Taneli
Jouhikainen from his position as Savara's President and Chief Business Officer.
The separations of Mr. Neville and Dr. Jouhikainen are effective on the
Effective Date, and each of the executives will receive severance in accordance
with the terms of their respective employment agreements and acceleration of the
vesting of certain of their equity awards, provided that they sign and do not
revoke a customary release in favor of Savara. Mr. Neville's resignation from
the Board was not the result of any disagreement with Savara on any matter
relating to its operations, policies or practices.
Mr. Pauls, age 50, has served as a member of Savara's Board since April 2017.
Additional biographical information concerning Mr. Pauls can be found in
Savara's definitive Proxy Statement dated April 15, 2020, related to the 2020
Annual Meeting of Stockholders, and such information is incorporated herein by
reference. There are no family relationships between Mr. Pauls and any director
or executive officer of Savara, and Mr. Pauls has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
In connection with his appointment as Chairman and Interim CEO, Savara and
Mr. Pauls entered into an employment agreement on the Effective Date (the
"Employment Agreement"). Under the terms of the Employment Agreement, Mr. Pauls
will receive an annual base salary of $560,000 and will be eligible to receive
an annual performance-based bonus of up to 50% of his base salary, subject to
achieving performance objectives established by the Board. Subject to Board
approval, Mr. Pauls will receive a grant of an option to purchase shares of
Savara's common stock with an aggregate grant date fair value equal to $800,000,
which will vest in 36 equal monthly installments following the Effective Date,
subject to his continued employment with Savara or service on the Board.
Additionally, subject to Board approval, Mr. Pauls will receive a grant of
restricted stock units with the number of shares equal to $300,000 divided by
the fair market value of a share of Savara's common stock on the date of grant,
which shall vest in full upon the earlier of (i) December 31, 2021, or
(ii) Savara hiring a permanent CEO, subject to his continued employment with
Savara or service on the Board through such date. The initial term of the
Employment Agreement continues until December 31, 2021, with automatic quarterly
renewals unless (i) written notice of non-renewal is provided at least 30 days
prior to the expiration of the applicable term, or (ii) Mr. Pauls' employment is
terminated. Mr. Pauls is entitled to severance benefits in the event (i) Savara
terminates his employment other than for "cause" (as defined in the Employment
Agreement), death, or disability; (ii) he resigns from such employment for "good
reason" (as defined in the Employment Agreement); or (iii) Savara hires a
permanent CEO. The foregoing description of the Employment Agreement is
qualified in its entirety by reference to the full text of the Employment
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
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Item 7.01. Regulation FD Disclosure.
The press release dated September 11, 2020 announcing the executive leadership
changes described above is included 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.
Exhibit No. Description
10.1 Executive Employment Agreement, dated September 11, 2020,
between Savara Inc. and Matthew Pauls
99.1 Press Release dated September 11, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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