Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 18, 2022, 9 Meters Biopharma, Inc. (the "Company") publicly announced
that its board of directors has appointed Bethany L. Sensenig as Chief Financial
Officer. Ms. Sensenig will serve as the Company's "principal financial officer"
and "principal accounting officer" for SEC filing purposes.
Prior to joining the Company, from March 2019 to January 2022, Ms. Sensenig was
Chief Financial Officer and Head of U.S. Operations of Minovia Therapeutics,
Ltd., a clinical-stage biotech company, where she played a leadership role
building the company's business and financing strategy. From April 2006 to March
2019, Ms. Sensenig held various roles at Biogen, Inc., a multinational
biotechnology company, where she most recently held the position of Vice
President of Finance and Commercial Operations. Earlier in her career, Ms.
Sensenig held financial management and analyst roles at Merck & Co. Inc. and
Nexus Technologies, Inc. Ms. Sensenig holds a Bachelor of Science in Accounting
and Business Management from Montreat College, a Master of Business
Administration from Western Carolina University and is a Certified Management
Accountant.
Ms. Sensenig is 46 years old and has no familial relationships with any
executive officer or director of the Company. There have been no transactions in
which the Company has participated and in which Ms. Sensenig had a direct or
indirect material interest that would be required to be disclosed under Item
404(a) of Regulation S-K.
In connection with her hiring, Ms. Sensenig entered into an employment agreement
with the Company (the "Employment Agreement"). The Employment Agreement provides
that Ms. Sensenig's employment is "at will." Her annual base salary is initially
$425,000 and she is eligible to receive a discretionary annual bonus, with a
target amount of 40% of her base salary. The board of directors approved an
option grant to Ms. Sensenig to purchase 1,300,000 shares of common stock, which
will vest 25% one year from the vesting commencement date, with the remainder
vesting in 36 equal monthly installments, provided that Ms. Sensenig remains an
employee of the Company as of each such vesting date. Ms. Sensenig will also be
eligible to participate in the Company's other employee benefit plans as in
effect from time to time on the same basis as are generally made available to
other senior executive employees of the Company. The Company will also pay Ms.
Sensenig's reasonable moving expenses up to $70,000.
If the Company terminates Ms. Sensenig without cause, she will receive an amount
equal to six months of her then-current base salary, plus COBRA premium support
for six months. All of the separation benefits are conditioned upon Ms. Sensenig
entering into a general release of claims in favor of the Company. Ms. Sensenig
will be eligible for complete separation benefits upon completing 12 months of
continued employment with the Company. If Ms. Sensenig is terminated without
cause prior to 12 months of continued employment, then such separation benefits
will be prorated. Following any termination of her employment, Ms. Sensenig will
remain subject to confidentiality obligations, as well as non-competition and
non-solicitation covenants for one year.
As of January 14, 2022, the Company entered into a separation and consulting
agreement with its current Chief Financial Officer, Edward J. Sitar (the
"Separation Agreement"), effective January 14, 2022 (the "Separation Date"). Mr.
Sitar's separation was not related to any disagreement with the Company on any
matter relating to the Company's operations, policies or practices. Pursuant to
the Separation Agreement, Mr. Sitar will serve as an independent consultant for
three months following the Separation Date (the "Consulting Period"). The
Consulting Period can be terminated upon 10 days' notice by either party or
immediately by the Company for cause.
Subject to Mr. Sitar's non-revocation of a general release of claims contained
in the Separation Agreement and in connection with his separation, Mr. Sitar
will receive: (i) separation pay in an amount equal to 12 months of his regular
base salary, minus applicable withholdings, paid in accordance with the
Company's normal payroll practices; (ii) payment of his 2021 annual bonus, as
determined by the Company's board of directors; (iii) payment of his 2022 annual
bonus prorated for his period of service prior to the Separation Date and during
the Consulting Period; and (iv) reimbursement for premiums for continuation
coverage under COBRA for 12 months following the Separation Date. The material
terms of Mr. Sitar's previously granted equity awards subject to time-based
vesting remain unchanged and will continue to vest during the
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Consulting Period. Following the end of the Consulting Period, any remaining
unvested equity awards previously granted to Mr. Sitar subject to time-based
vesting will accelerate and become fully vested and the exercise period will be
extended to ten years from the issuance date.
The foregoing summary of the material terms of the Employment Agreement and
Separation Agreement are subject to the full and complete terms of the
agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2,
respectfully, hereto and are incorporated herein by reference. A copy of the
press release regarding the above matters is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Exhibit 10.1 Employment Agreement between 9 Meters Biopharma, Inc. and Bethany
Sensenig.
Exhibit 10.2 Separation and Consulting Agreement, dated January 14, 2022, between 9
Meters Biopharma, Inc. and Edward J. Sitar.
Exhibit 99.1 Press Release dated January 18, 2022.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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