Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2020 Compensation Changes for Named Executive Officers
On
· The payment of cash bonus awards for 2019;
· The grant of options to purchase shares of common stock of the Company;
· The grant of restricted stock units; and
· Annual base salaries for 2020.
Stock Restricted Stock 2020 Annual Name 2019 Bonus Options (1) Units (2) SalaryVincent J. Milano President and Chief Executive Officer$ 315,000 92,000
37,000$ 600,000 (3)(4) John J. Kirby Senior Vice President and Chief Financial Officer$ 114,660 (5) 50,000 20,000$ 336,000 R. Clayton Fletcher Senior Vice President, Business Development & Strategy$ 168,000 50,000 20,000$ 400,000 (4)Jonathan Yingling Senior Vice President, Chief Scientific Officer$ 168,000 50,000 20,000$ 400,000 (4) Bryant D. Lim Senior Vice President, General Counsel and Secretary$ 155,232 50,000 20,000$ 336,000 (4)
(1) Each grant of options to purchase shares of the Company's common stock was
made effective as of
Stock Incentive Plan. The exercise price is
to the closing price of the Company's common stock on the
Market on the date of grant. Subject to the recipient's continued employment
with the Company on the applicable vesting date, the option award shall vest
with respect to 25% of the underlying shares on the first anniversary of the
date of grant and with respect to the balance of the underlying shares shall
vest in twelve equal quarterly installments following the first anniversary
of the date of grant.
(2) Each of the restricted stock units, representing a right to receive one share
of the Company's common stock, was granted effective as of
and pursuant to the Company's 2013 Stock Incentive Plan. Subject to the
recipient's continued employment with the Company on the applicable vesting
date, 25% of the shares subject to each restricted stock unit award shall
vest on each one-year anniversary of the date of grant.
(3) See below for discussion regarding the payment of
salary.
(4) No change from base salary effective
(5)
July 23, 2019 ; the 2019 Bonus was pro-rated.
Amendment to Employment Agreement
OnJanuary 10, 2020 (the "Effective Date"), the Company entered into an Amendment to Employment Agreement (the "Amendment") with its Chief Executive Officer, Mr.Vincent J. Milano , amending that certain Employment Agreement, by and between the Company andMr. Milano , datedDecember 1, 2014 (as described in the Current Report on Form 8-K filed with theSecurities Exchange Commission (the "SEC") onNovember 24, 2014 ). Pursuant to the Amendment,Mr. Milano's annual base salary of$600,000 shall be payable as follows: (i) for the period fromJanuary 1, 2020 to the Effective Date,$18,181.84 was payable in cash; and (ii) for the period immediately following the Effective Date toDecember 31, 2020 , an additional$6,600 shall be payable in cash and$575,218.16 shall be payable in the form of a restricted stock unit grant to be granted toMr. Milano onDecember 18, 2020 (the "RSU Award"). The RSU Award will be granted pursuant to the Company's 2013 Stock Incentive Plan and in accordance with the terms and conditions set forth in a Restricted Stock Unit Agreement (the "Award Agreement") to be entered into by the Company andMr. Milano at the time of the grant. The descriptions of the Amendment and the form of Award Agreement are qualified in their entirety by references to the Amendment and the Award Agreement, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2.
Item 7.01 Regulation FD Disclosure.
OnJanuary 15, 2020 , the Company uploaded a presentation to its website, www.iderapharma.com, discussing the state of the Company. We may rely on all or part of this presentation any time we are discussing the current state of the Company in communications with investors or at conferences. A copy of the presentation is attached to this Current Report on Form 8-K as Exhibit 99.1
(the "Presentation"). The information contained in the Presentation is summary information that is intended to be considered in the context of the Company'sSEC filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with theSEC , through press releases or through other public disclosure. The Company is furnishing the information in this Item 7.01 and the related Exhibit 99.1 filed herewith to comply with Regulation FD. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. This Item 7.01 will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1) that is required to be disclosed solely by Regulation FD. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Amendment to Employment Agreement, datedJanuary 10, 2020 , by and between the Company andVincent J. Milano 10.2 Form of Vincent J. Milano Restricted Stock Unit Agreement 99.1 Investor Presentation datedJanuary 15, 2020
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