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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers.
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Appointment of Jennifer A. Sanfilippo as Interim Chief Executive Officer
On September 3, 2019, Melinta Therapeutics, Inc. (the “Company”) announced that its Board of Directors (the “Board”) appointed
Jennifer A. Sanfilippo, the Company’s former Senior Vice President and General Counsel, as interim chief executive officer of the Company (“CEO”), effective August 28, 2019. The Board also appointed Ms. Sanfilippo to the
Board as a Class III director, effective August 28, 2019. Ms. Sanfilippo succeeds John H. Johnson, who had been serving as acting chief executive officer of the Company since his resignation from his position as chief executive
officer of the Company effective August 5, 2019. Mr. Johnson also resigned from the Board and all committees of the Board effective August 5, 2019.
Ms. Sanfilippo, age 40, has served as Senior Vice President and General Counsel of the Company since November 2018, responsible for both legal and
compliance matters for the Company and brings substantial experience as a life sciences executive with a demonstrated record of achievement in these areas. Ms. Sanfilippo previously served as Vice President, Corporate Counsel of the Company
since January 2018. From July 2015 to January 2018, Ms. Sanfilippo was Vice President, Commercial Integrity Counsel, Legal at The Medicines Company, which she joined in 2011. While at The Medicines Company, Ms. Sanfilippo held a series of
leadership roles serving as legal and compliance counsel for multiple business units, including the infectious disease business, where she provided guidance on a variety of matters, including commercial, medical, market access and regulatory
activities. Prior to The Medicines Company, Ms. Sanfilippo was an attorney at Porzio, Bromberg & Newman, P.C., a law firm specializing in the life sciences industry, where she advised pharmaceutical, medical device and biotech
companies on a variety of legal, regulatory, and compliance issues. Ms. Sanfilippo holds a Bachelor of Arts degree in history, magna cum laude, from New York University and a juris doctorate from the Rutgers School of Law, where she was
managing editor of the Rutgers Law Review. The Company believes that Ms. Sanfilippo’s substantial experience as a life sciences executive with a demonstrated record of achievement in these areas and her position as interim chief executive
officer of the Company qualifies her to serve on the Board.
In connection with Ms. Sanfilippo’s appointment as interim CEO, the Company agreed
with Ms. Sanfilippo (the “Sanfilippo Employment Agreement”) that Ms. Sanfilippo will be entitled to an annual salary of $575,000, and will be eligible to earn an annual bonus with a target equal to 75% of her base salary, subject
to the achievement of applicable Company and specific individual performance objectives for each fiscal year. Pursuant to the Sanfilippo Employment Agreement, Ms. Sanfilippo is also entitled to a one-time
cash bonus upon her appointment as interim CEO of $250,000, which bonus will be subject to a ratable claw-back under certain circumstances. Additionally, if the Company adopts a key employee incentive plan or similar incentive plan,
Ms. Sanfilippo will be eligible to receive an incentive award thereunder, as determined by the compensation committee of the Company’s Board (the “Compensation Committee”), with terms and conditions that are no less favorable
than those in effect for similarly situated senior executives of the Company. The Sanfilippo Employment Agreement has an initial term ending on the nine month anniversary of August 28, 2019, subject to automatic renewal on a monthly basis
unless either party provides notice of non-renewal pursuant to the agreement.
There are no family relationships
between Ms. Sanfilippo and any of the Company’s directors or executive officers. There are no transactions between Ms. Sanfilippo or any of her immediate family members and the Company or any of its subsidiaries that would be required
to be reported under Item 404(a) of Regulation S-K.
The foregoing descriptions of the Sanfilippo Employment
Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement, which will be filed as an exhibit in a subsequent filing.
Separation and Release Agreement with John H. Johnson
In
connection with Mr. Johnson’s resignation described above, the Company entered into a separation and release agreement, dated August 29, 2019, with Mr. Johnson that provides for, among other things, Mr. Johnson’s
release of the Company and Mr. Johnson providing consulting services to the Company for a period of six months following the date on which he is no longer employed by the Company (such date being September 4, 2019, unless such date is
mutually extended by Mr. Johnson and the Company (the “Separation Date”)), for which he will receive an aggregate upfront payment of $300,000, payment for the full cost of COBRA continuation coverage for a period of 18 months
following the Separation Date, and indemnification for the work he will perform in his capacity as a consultant. The foregoing description of the separation and release agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.