Item 5.02 Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
(a) Not applicable.
(b) and (c) Effective July 20,
2020, ImmunoGen, Inc. (referred to as “we” or “us” or “ImmunoGen”)
appointed Susan Altschuller, Ph.D., as Senior Vice President and
Chief Financial Officer, and designated her as our principal
Additional biographical information concerning Dr. Altschuller, age
39, is contained in our press release dated July 20, 2020, filed as
Exhibit 99.1 to this current report on Form 8-K and is incorporated
herein by reference.
Effective July 20, 2020, Mark J. Enyedy, our President and Chief
Executive Officer, ceased to be our principal financial
(d) Not applicable.
(e) Dr. Altschuller’s annual
salary has been initially set at a rate of $400,000 per year. She
is also eligible for an annual cash bonus under our annual
executive bonus program of up to 35% of annual base salary,
prorated in the first year from her date of hire.
We also agreed to pay Dr.
Altschuller a sign-on bonus in the amount of $150,000. If, within
12 months of her hire date, Dr. Altschuller’s employment is
terminated by us for cause or is terminated by Dr. Altschuller for
any reason other than death or disability, Dr. Altschuller will be
required to reimburse us for a portion of the bonus equal to
$150,000 multiplied by a fraction. The numerator of this fraction
would be 365 minus the number of days Dr. Altschuller was employed
by us; its denominator would be 365.
The Compensation Committee of
our Board of Directors awarded Dr. Altschuller an option, effective
July 20, 2020, to purchase 300,000 shares of our common stock under
our 2019 Inducement Equity Incentive Plan (the “Inducement Plan”).
This award will vest with respect to 25% of the covered shares on
the one-year anniversary of the date of grant, and thereafter with
respect to an additional 6.25% of the covered shares on each
succeeding quarterly anniversary of the date of grant. In addition,
the Compensation Committee awarded Dr. Altschuller a
performance-based option under the Inducement Plan covering 165,500
shares of the Company’s common stock. The exercise price of both
option awards is $4.74, which was the closing price of our common
stock as reported on the Nasdaq Global Select Market on July 20,
2020. Both options are non-qualified options, expire on July 20,
2030 and are subject to the vesting, restrictions on transfer, and
other terms and conditions set forth in the Inducement Plan and the
form of non-qualified stock option agreement that was filed as
Exhibit 10.2 to our current report on Form 8-K filed on December
20, 2019 with respect to the 300,000 share option and substantially
the form of performance-based stock option agreement that was filed
as Exhibit 10.11(f) to our annual report on Form 10-K for the year
ended December 31, 2019 filed on March 11, 2020, which are
incorporated herein by reference, provided that Dr. Altschuller
remains an employee, director or consultant, as of each vesting