Lisa Rojkjaer, M.D.
Dr. Lisa Rojkjaer joined Viracta Therapeutics in May 2020 as Chief Medical Officer. Previously, Dr. Rojkjaer served as the Chief Medical Officer at
Nordic Nanovector from November 2016 to April 2020. Prior to this, Dr. Rojkjaer held several senior management positions in biotech and global pharmaceutical companies. She was the Global Clinical Program Head for AML at Novartis Oncology from
October 2013 to November 2016. Her previous roles also included Chief Medical Officer at Molecular Partners, and Vice President, Head of Clinical Development at MorphoSys AG. Dr. Rojkjaer received her medical degree from the University of
Toronto, where she also completed her internal medicine and hematology training.
Agreements with Dr. Royston, Mr. Chevallard, and
Dr. Rojkjaer
Viracta has entered into executive employment agreements with each of Dr. Royston, Mr. Chevallard, and Dr. Rojkjaer
(the Employment Agreements), which are continuing in effect following the closing of the Merger. The Employment Agreements supersede all other or prior agreements with respect to Viractas named executive officers
employment terms. Employment under the Employment Agreements is at will and may be terminated at any time by Viracta or by the applicable officer. Pursuant to the Employment Agreements, each officer is entitled to: (i) an annual base salary,
currently $486,500 in the case of Dr. Royston, $389,400 in the case of Mr. Chevallard, and $425,500 in the case of Dr. Rojkjaer, and (ii) a discretionary annual bonus, 50% of his annual base salary in the case of
Dr. Royston, 40% of his annual base salary in the case of Mr. Chevallard, and 40% of her annual base salary in the case of Dr. Rojkjaer, based on achievement of performance objectives to be determined by the Board. If any
officers employment is terminated without cause (other than due to his or her death or disability) or if the officer resigns for good reason at any time, then the officer is entitled to receive (A) continuing payments of base salary at
the rate in effect at the time of termination, less applicable withholdings, for a period following his employment termination date of 12 months in the case of Dr. Royston and 9 months in the case of Mr. Chevallard and Dr. Rojkjaer,
(B) reimbursement for the cost of continuation of health coverage for each officer and their eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), until the earlier of
(1) following termination of his or her employment, for 12 months in the case of Dr. Royston, Mr. Chevallard, and Dr. Rojkjaer or (2) the date such officer and their eligible dependents are no longer eligible for COBRA, and
(C) vesting acceleration of outstanding stock options up to 100% in certain circumstances. The foregoing benefits are conditioned upon Dr. Royston, Mr. Chevallard, and Dr. Rojkjaer, as applicable, signing and not revoking a
release of claims within 60 days following such officers employment termination date. The foregoing description of the Employee Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the
Employee Agreements that were filed as Exhibits 10.18, 10.19, 10.20 to the Companys Amendment No. 1 to Registration Statement on Form S-4, filed with the SEC on January 13, 2021, and
incorporated herein by reference.
The information set forth in Item 5.01 of this Current Report on Form 8-K with
respect to the appointment of directors to the Companys board of directors pursuant to and in accordance with the Merger Agreement is incorporated by reference into this Item 5.02(d). Each of Ivor Royston, M.D., Michael Huang, M.S., M.B.A.,
Sam Murphy, Ph.D., Roger J. Pomerantz, M.D., Gur Roshwalb, M.D., and Thomas Darcy, entered into the Companys standard form of indemnification agreement with the Company, effective as of February 24, 2021, the form of which is incorporated
by reference to Exhibit 10.5 of the Companys Registration Statement on Form S-1 (File No. 333-121646), as amended, originally filed on April 19, 2006.
Audit Committee
Effective as of the Effective Time,
Gur Roshwalb, M.D., Sam Murphy, Ph.D., and Thomas E. Darcy were appointed to the audit committee of the Board, and Mr. Darcy was appointed as the chairman of the audit committee.
Compensation Committee
Effective as of the Effective
Time, Roger J. Pomerantz, M.D., Nicole Onetto, M.D. and Thomas E. Darcy were appointed to the compensation committee of the Board, and Dr. Onetto was appointed as the chairman of the compensation committee.
Nominating and Corporate Governance Committee
Effective
as of the Effective Time, Roger J. Pomerantz, M.D., Gur Roshwalb, M.D., and Michael Huang, M.S., M.B.A. were appointed to the nominating and corporate governance committee of the Board, and Dr. Pomerantz was appointed as the chairman of the
nominating and corporate governance committee.