Item 5.02. Departure of Directors or Certain Officers; Election of Directors,
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 5, 2022, Blueprint Medicines Corporation (the "Company") announced
that, effective April 4, 2022 (the "Transition Date"), Jeffrey Albers will
transition from his role as Chief Executive Officer and President of the Company
and will become Executive Chairman. Mr. Albers will serve as Executive Chairman
through December 31, 2022, with continued service as Chairman of the Board of
Directors thereafter.
On the same date, the Company announced that Kathryn Haviland, currently the
Company's Chief Operating Officer, has been appointed by the Board of Directors
to serve as the Company's Chief Executive Officer and President, effective as of
the Transition Date. In connection with her appointment as Chief Executive
Officer and President, Ms. Haviland will replace Mr. Albers as the Company's
principal executive officer. Additionally, on the same date, the Company
announced that Christina Rossi, currently the Company's Chief Commercial
Officer, has been appointed by the Board of Directors to serve as the Company's
Chief Operating Officer, effective as of the Transition Date.
The Board of Directors also approved an increase in the size of the Board of
Directors to ten members and in the size of Class II from three to four, and the
appointment of Ms. Haviland as a Class II director, in each case effective as of
the Transition Date. Ms. Haviland will serve as a Class II director of the
Company until the Company's 2023 annual meeting of stockholders. The Board of
Directors believes Ms. Haviland is qualified to serve as a member of the Board
of Directors because of her extensive experience in the pharmaceutical industry
and her intimate understanding of the Company's business and strategy. No
arrangement or understanding exists between Ms. Haviland and any other person
pursuant to which Ms. Haviland was selected as a director of the Company.
In connection with this transition, on January 4, 2022, Mr. Albers entered into
an amended and restated employment agreement, effective as of the Transition
Date (the "Albers Agreement"), pursuant to which Mr. Albers will continue to
receive an annual base salary of $425,000. For the period beginning on January
1, 2022 and ending on April 3, 2022 (the "Transition Period"), Mr. Albers is
eligible to earn pro-rated incentive compensation in connection with his
services as President and Chief Executive Officer of the Company during such
period based on a target bonus percentage of 70% (as a percentage of annualized
base salary, weighted 100% with respect to the Company's goals for the fiscal
year ended December 31, 2022 and 0% with respect to individual goals), provided
Mr. Albers remains a member of the Company's Board of Directors on the day such
incentive compensation is paid. In connection with this transition, Mr. Albers
was granted options to purchase 15,000 shares of the Company's common stock, 25%
of which will vest upon the one year anniversary of the earlier of (a) the date
on which annual equity awards are granted to the Company's employees for 2022
and (b) the Transition Date (the "Grant Date") and 75% of which shall thereafter
vest ratably in monthly installments over 36 months, subject to continued
service through each applicable vesting date, and 7,500 restricted stock units,
which shall vest ratably in annual installments over four years beginning on the
one year anniversary of the Grant Date, subject to continued service through
each applicable vesting date. Mr. Albers' existing equity awards will continue
to vest in accordance with their terms.
On January 4, 2022, Ms. Haviland entered into an amended and restated employment
agreement, effective as of the Transition Date (the "Haviland Agreement"),
pursuant to which she will receive an annual base salary of $745,000 and her
target annual incentive compensation shall be 70% of her annual base salary,
weighted 100% on Company performance. During the Transition Period, Ms. Haviland
is eligible to earn prorated incentive compensation under her existing
employment agreement in connection with her services as Chief Operating Officer
of the Company during such period based on Ms. Haviland's target annual
incentive compensation equal to 60% of her annual base salary as in effect
during such period (which shall be weighed 75% on Company performance and 25% on
Ms. Haviland's individual performance), provided Ms. Haviland remains employed
by the Company on the day such incentive compensation is paid. In connection
with her appointment, Ms. Haviland was granted options to purchase 80,000 shares
of the Company's common stock, 25% of which will vest upon the one year
anniversary of the Grant Date and 75% of which shall thereafter vest ratably in
monthly installments over 36 months subject to continued service through each
applicable vesting date, and 40,000 restricted stock units, which shall vest
ratably in annual installments over four years beginning on the one-year
anniversary of the Grant Date subject to continued service through each
applicable vesting date. Ms. Haviland's existing equity awards will continue to
vest in accordance with their terms.
Also on January 4, 2022, Ms. Rossi entered into an amended and restated
employment agreement, effective as of the Transition Date (the "Rossi
Agreement"), pursuant to which she will receive an annual base salary of
$581,510 and her target annual incentive compensation shall be 60% of her base
salary, weighted 75% on Company performance and 25% on Ms. Rossi's individual
performance. During the Transition Period, Ms. Rossi is eligible to earn
prorated incentive compensation under her existing employment agreement in
connection with her services as Chief Commercial Officer of the Company during
such period based on Ms. Rossi's target annual incentive compensation equal to
50% of her annual base salary as in effect during such period (which shall be
weighed 75% on Company performance and 25% on Ms. Rossi's individual
performance), provided Ms. Rossi remains employed by the Company on the day such
incentive compensation is paid. In connection with her appointment, Ms. Rossi
was granted options to purchase 30,000 shares of the Company's common stock, 25%
of which will vest upon the one year anniversary of the Grant Date and 75% of
which shall thereafter vest ratably in monthly installments over 36 months
subject to continued service through each applicable vesting date, and 15,000
restricted stock units, which shall vest ratably in annual installments over
four years beginning on the one year anniversary of the Grant Date subject to
continued service through each applicable vesting date. Ms. Rossi's existing
equity awards will continue to vest in accordance with their terms.
The foregoing descriptions of the Albers Agreement, the Haviland Agreement and
the Rossi Agreement are qualified in their entirety by reference to the complete
text of each such agreement, which are attached as Exhibits 10.1, 10.2 and 10.3,
respectively, to this Current Report on Form 8-K, and incorporated by reference
herein.
Biographical information regarding Ms. Haviland and Ms. Rossi is set forth in
the Company's proxy statement for its 2021 annual meeting of stockholders, as
filed with the U.S. Securities and Exchange Commission on April 21, 2021, and
such information is incorporated by reference herein. No arrangement or
understanding exists between Ms. Haviland and any other person pursuant to which
Ms. Haviland was selected to serve as Chief Executive Officer and President of
the Company, nor between Ms. Rossi and any other person pursuant to which Ms.
Rossi was selected to serve as Chief Operating Officer of the Company. There
have been no related party transactions between the Company or any of its
subsidiaries and Ms. Haviland or Ms. Rossi reportable under Item 404(a) of
Regulation S-K. Neither Ms. Haviland nor Ms. Rossi have a family relationship
with any of our directors or executive officers.
Item 7.01. Regulation FD Disclosure.
A copy of the Company's press release announcing the foregoing is attached to
this Current Report on Form 8-K as Exhibit 99.1. The information in this Item
7.01 and in Exhibit 99.1 attached hereto is intended to be furnished and shall
not be deemed "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference to such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
No.
10.1 Amended and Restated Employment Agreement, dated January 4, 2022 and
effective as of April 4, 2022, by and between the Registrant and
Jeffrey W. Albers
10.2 Amended and Restated Employment Agreement, dated January 4, 2022 and
effective as of April 4, 2022, by and between the Registrant and
Kathryn Haviland
10.3 Amended and Restated Employment Agreement, dated January 4, 2022 and
effective as of April 4, 2022, by and between the Registrant and
Christina Rossi
99.1 Press Release, dated January 5, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document and incorporated as Exhibit 101)
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