Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 9, 2021, Paul Little, Senior Vice President and Chief Financial Officer of Sientra, Inc. (the “Company”), notified the Company of his intent to resign his position, effective as of the close of business on March 12, 2021, in order to pursue other opportunities.
Appointment of Valerie Miller as Interim Chief Financial Officer
On March 10, 2021, the Board of Directors of the Company appointed Valerie Miller, the Company’s Vice President, Corporate Controller, as Interim Chief Financial Officer of the Company, effective upon Mr. Little’s resignation.
Ms. Miller has served as the Company’s Vice President, Corporate Controller since September 2017. Prior to this, Ms. Miller served as Controller at The Trade Desk from May 2016 until September 2017. Prior to that, Ms. Miller served as Senior Finance Director at lynda.com (which was acquired by LinkedIn in 2015) from 2012 until May 2016. Prior to that, Ms. Miller spent five years as VP Controller at Mentor Corporation (now Johnson & Johnson) and was also VP Corporate Controller at QAD, Inc. Ms. Miller previously served in financial management at Allergan, Inc. She is a CPA and received a Bachelor of Arts in Business Economics with an emphasis in Accounting from the University of California, Santa Barbara.
Ms. Miller is party to an employment agreement with the Company (the “Employment Agreement”). Ms. Miller currently receives an annual base salary of $257,250 and is eligible to receive an annual performance bonus of up to thirty percent (30%) of her then current base salary, which is determined by the achievement of certain corporate objectives and personal performance criteria as established by the Compensation Committee of the Board.
Pursuant to the terms of the employment agreement, Ms. Miller is entitled to severance benefits in the event that either the Company terminates her without cause or she resigns for good reason. The severance amount consists of nine (9) months of Ms. Miller’s annual base salary, which will be paid on the Company’s normal payroll schedule over the nine (9) month period following the date of separation from service and paid COBRA premiums for the nine (9) month period following such termination. In the event that Ms. Miller is terminated within twelve (12) months following a change in control, then, in addition to the above severance benefits, Ms. Miller’s unvested equity awards shall fully vest.
The foregoing is only a brief description of the material terms of the Employment Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and 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.
There are no family relationships between Ms. Miller and any director or executive officer of the Company that are required to be disclosed pursuant to Item 401(d) of Regulation S-K, and there are no transactions between the Company and Ms. Miller that would require disclosure under Item 404(a) of Regulation S-K.