Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 12, 2022, Science 37 Holdings, Inc. (the “Company”) announced that Michael Shipton, age 50, will join the Company as Chief Commercial Officer on September 12, 2022, succeeding Steve Geffon.
Prior to his position with the Company, Mr. Shipton served as Senior Vice President, Customer Solutions and Strategy, at Syneos Health, Inc. (Nasdaq: SYNH), a biopharmaceutical solutions organization, from 2021 through 2022, and prior to that role, as Senior Vice President, Market Development and Customer Engagement, from 2019 through 2021, and as Vice President, Global Deal Strategy, from 2017 through 2019. Prior to joining Syneos, from 2009 through 2017, Mr. Shipton held various leadership positions at Quintiles Transnational Holdings Inc., a research, clinical trial and pharmaceutical consulting company, most recently as Senior Director, Global Head of Strategic Pricing and Partnering. Prior to Quintiles, Mr. Shipton spent 17 years at Nortel Networks, a communications provider, where he held multiple leadership positions in the areas of finance, global customer care services, global corporate operations and global business services. Mr. Shipton received a Master of Business Administration from Pfeiffer University and a Bachelor of Arts in Business Management from North Carolina State University.
On September 9, 2022, Mr. Shipton entered into an employment agreement with the Company, effective September 12, 2022 (the “Shipton Employment Agreement”), pursuant to which Mr. Shipton will serve as our Chief Commercial Officer. The Shipton Employment Agreement sets forth the terms and conditions of Mr. Shipton's employment, including his initial base salary, target annual bonus opportunity, eligibility to participate in the Company’s equity incentive plan and other employee benefit plans, and eligibility to receive an initial restricted stock unit grant.
The Shipton Employment Agreement provides that upon a termination of Mr. Shipton’s employment by the Company without “cause”, as such term is defined in the Employment Agreement, Mr. Shipton will become entitled to severance benefits under the Company’s Executive Severance Policy (filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 22, 2022).
Pursuant to the terms of the Shipton Employment Agreement, Mr. Shipton also entered into a separate agreement which includes a standard invention assignment, confidential information covenant, an employee non-solicitation covenant for one (1) year following the termination of Mr. Shipton’s employment, and a covenant not to compete with the Company during the term of Mr. Shipton’s employment.
The foregoing summary of the Shipton Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Shipton Employment Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
There are no arrangements or understandings between Mr. Shipton and any other persons pursuant to which he was appointed as Chief Commercial Officer of the Company. There are no family relationships between Mr. Shipton and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Shipton is expected to enter into the Company’s standard indemnification agreement for directors and officers in the form filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-4/A (File No. 333- 258205), filed with the SEC on August 31, 2021.
Mr. Geffon’s employment with the Company was terminated on September 9, 2022, and Mr. Geffon will transition to a role as a strategic advisor to the Company’s Chief Executive Officer. The Offer Letter by and between the Company and Mr. Geffon, dated as of November 13, 2019, terminated in connection with his termination from the Company effective as of September 9, 2022.