| Item 5.02 |
Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
|
On January 13, 2021, the Board of Directors (the “Board”) of
Chiasma, Inc. (the “Company”) appointed John Doyle to the position
of Senior Vice President, Chief Financial Officer and Treasurer of
the Company, effective January 19, 2021 (the “Effective
Date”). On the Effective Date, Mr. Doyle will also become the
Company’s principal financial officer. As previously announced in
the Company’s Current Report on Form 8-K filed on October 1, 2020, on
the Effective Date, Mark J. Fitzpatrick will cease serving as
President and principal financial officer of the Company. On the
Effective Date, the Board also appointed Raj Kannan, the Company’s
Chief Executive Officer and director, as President of the Company.
Mr. Fitzpatrick will continue provide certain consulting
services to the Company until June 30, 2021 to assist in the
transition of his duties to Mr. Doyle.
Mr. Doyle, age 43, has over 18 years of strategic and
operational finance experience. Prior to joining the Company,
Mr. Doyle served as Vice President of Finance and Investor
Relations from April 2019 to December 2020 and Senior Director of
Finance and Investor Relations from February 2018 to April 2019 of
Verastem, Inc. (Nasdaq: VSTM), an oncology-focused pharmaceutical
company (“Verastem”). Prior to joining Verastem, from May 2016 to
February 2018, he served as the Head of Financial Planning and
Analysis of SimpliVity Corp., a software company acquired by
Hewlett Packard Enterprises in February 2017. From January 2015 to
May 2016, he served as Director – Business Unit Financial Planning
and Analysis of Parexel, Inc., a clinical research organization and
biopharmaceutical services company. From July 2006 to January 2015,
Mr. Doyle held increasingly senior financial positions with
Hologic Inc. (Nasdaq: HOLX), a medical technology company.
Mr. Doyle received his bachelor of science degree in finance
from the University of Massachusetts.
In connection with Mr. Doyle’s appointment, the Company and
Mr. Doyle have entered into an employment agreement (the
“Employment Agreement”), which provides for the following
compensation terms for Mr. Doyle. Mr. Doyle will receive
a base salary of $385,000 per year (prorated for 2021) and will be
eligible to receive an annual performance bonus, with a target
annual bonus equal to 35% of his base salary. On the Effective
Date, Mr. Doyle will also receive an option to purchase
175,000 shares of the common stock of the Company (the “Option”)
pursuant to the Company’s 2015 Stock Option and Incentive Plan (the
“Plan”) with an exercise price per share equal to the Company’s
closing trading price on the Effective Date. The Option will
vest over a four-year period as follows: 25% will vest on
the first anniversary of the Effective Date and the remaining 75%
will vest in equal monthly installments for the following
36 months, provided that Mr. Doyle remains employed by
the Company on each such vesting date. Mr. Doyle is eligible
to participate in the Company’s employee benefit plans on the same
basis as generally made available to other full-time employees of
the Company, as well as all benefit programs available to the
senior executive employees of the Company.
The Employment Agreement provides for certain payments and benefits
in the event of a termination of Mr. Doyle’s employment under
specific circumstances. If Mr. Doyle’s employment is
terminated by the Company without “Cause” or by Mr. Doyle for
“Good Reason” in either case within 12 months following a “Change
in Control” (each as defined in the Employment Agreement), provided
he adheres to certain conditions set forth in the Agreement, he
would be entitled to (1) continuation of his base salary at
the rate in effect immediately prior to the termination date for 12
months following the termination date; (2) payment of his
target bonus for the year in which the Change in Control occurs
plus his accrued bonus, if any, with respect to the calendar year
in which the termination occurs, subject to the Board’s assessment
of applicable bonus criteria and prorated from the beginning of
such year to the date of the termination; (3) immediate
vesting of all of the unvested shares subject to the Option and all
other equity awards granted to him pursuant to the Plan; and
(4) continuation of coverage of group health plan benefits
(“COBRA benefits”), with the cost of the premium for such benefits
shared by Mr. Doyle and the Company in the same proportion as
in effect on the date of termination, until the earlier of (a) 12
months after the date of termination and (b) the date
Mr. Doyle becomes eligible for health benefits through another
employer or otherwise becomes ineligible for COBRA benefits.
Mr. Doyle’s receipt of such termination payments and benefits
is contingent upon execution of a general release of claims in
favor of the Company.
In the event Mr. Doyle’s employment is terminated by the
Company without Cause or by Mr. Doyle for Good Reason, in
either case other than a termination within 12 months following a
Change in Control, provided he adheres to certain conditions set
forth in the Agreement, he would be entitled to
(1) continuation of his then current base salary for
six months following the termination date; and (2) COBRA
benefits, with the cost of the premium for such benefits shared by
Mr. Doyle and the Company in the same proportion as in effect
on the date of termination, until the earlier of (a) six
months after the date of termination and (b) the date
Mr. Doyle becomes eligible for health benefits through another
employer or otherwise becomes ineligible for COBRA benefits.
Mr. Doyle’s receipt of such termination payments and benefits
is contingent upon execution of a general release of claims in
favor of the Company.
The foregoing description of the Employment Agreement is a summary
and is qualified in its entirety by reference to the Employment
Agreement, which is attached hereto as Exhibit 10.1, and is
incorporated by reference herein.
Other than the Employment Agreement, Mr. Doyle is not a party
to any transaction with the Company that would require disclosure
under Item 404(a) of Regulation S-K, and there
are no arrangements or understandings between Mr. Doyle and
any other persons pursuant to which he was appointed as an officer
of the Company.
A copy of the press release issued by the Company announcing
Mr. Doyle’s appointment is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
