Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 28, 2020, AMAG Pharmaceuticals, Inc. (the "Company") announced the
appointment of Scott D. Myers, age 54, as the President and Chief Executive
Officer of the Company, effective as of April 28, 2020 (the "Start Date").
Mr. Myers will serve as the Company's principal executive officer. In addition,
Mr. Myers was also appointed as a member of the Board of Directors (the "Board")
of the Company, effective as of the Start Date.
Prior to joining AMAG, Mr. Myers served as Chairman (starting in June 2018) and
Chief Executive Officer (starting in September 2018) of Rainier Therapeutics
("Rainier"), a private clinical stage oncology company focused on metastatic
bladder cancer, until January 2020. Prior to joining Rainier, Mr. Myers was the
Chief Executive Officer, President and a member of the Board of Directors of
Cascadian Therapeutics ("Cascadian"), a publicly traded oncology company, from
April 2016 to March 2018. Before joining Cascadian, Mr. Myers was Chief
Executive Officer of Aerocrine, AB, a Swedish medical device company, from
September 2011 to July 2015. Mr. Myers also serves on the Board of Directors of
Selecta Biosciences, a publicly traded gene therapy company, and Harpoon
Therapeutics, a publicly traded oncology company. Mr. Myers holds a B.A. in
Biology from Northwestern University and an M.B.A. from the Graduate School of
Business at the University of Chicago.
In connection with his appointment as the President and Chief Executive Officer
of the Company, Mr. Myers entered into an employment agreement with the Company,
which provides that Mr. Myers will receive an initial annual base salary of
$750,000 and will be eligible to earn an annual target bonus of seventy-five
percent (75%) of his base salary, based upon the achievement of certain
performance goals determined by the Board or the Compensation Committee of the
Board, with such target award to be guaranteed for the fiscal year ended
December 31, 2020 (on a pro-rated basis based on the Start Date) if Mr. Myers is
employed on December 31, 2020.
Mr. Myers was granted an option to purchase 1,000,000 shares of common stock of
the Company at an exercise price equal to the fair market value of a share of
common stock on the date of grant, effective as of the Start Date. The option
becomes exercisable in four equal annual installments beginning on the first
anniversary of the grant date. This option award was granted without stockholder
approval as an inducement material to Mr. Myers entering into employment with
the Company in accordance with NASDAQ Listing Rule 5635(c)(4).
Under the terms of his employment agreement, in the event that Mr. Myers is
terminated for any reason other than for disability or cause by the Company (or
its successor), or if he resigns for good reason, within two years following a
change of control, Mr. Myers will receive (i) 24 months of severance pay based
on his then-current base salary; (ii) a lump sum payment equal to two times his
target annual bonus amount for the year in which the date of termination occurs;
(iii) payment or reimbursement of the premiums for continued health and dental
benefits for up to 24 months following termination and (iv) full acceleration of
the vesting on any unvested equity awards, including time-based and
performance-based equity awards that were granted before such change of control.
In the event that, upon a change of control, the Company or the successor to or
acquirer of the Company's business elects not to assume all the then unvested
outstanding stock options, restricted stock units and other equity incentives
that were granted to Mr. Myers prior to the change of control, such securities
will become vested in full as of the date of the change of control and he shall
receive the value of such equity awards as provided in the applicable
acquisition agreement (or if no such provision is made, in the applicable equity
incentive plan).
Under the terms of his employment agreement, in the event the Company terminates
his employment other than for disability or cause, or if he resigns for good
reason, in each case other than in connection with, and during the two years
following, a change of control, Mr. Myers will receive 18 months of severance
pay based on his then-current base salary and up to 18 months of subsidized
COBRA payments. In addition and under such circumstances, all time-based stock
options and other time-based equity awards which would have vested if he had
been employed for an additional 18 months following the date of termination will
vest.
The separation benefits described above are subject to Mr. Myers' execution and
effectiveness of a general release of claims in a form acceptable to the
Company. The employment agreement includes other terms of Mr. Myers benefits,
including the provision by the Company of certain relocation and indemnification
benefits. A copy of the employment agreement is filed as Exhibit 10.1 to this
report and is incorporated herein by reference.
Also on April 28, 2020, Mr. Myers signed an Indemnification Agreement with the
Company in substantially the same form as the Company's other executive officers
and filed as Exhibit 10.2 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2009.
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There are no other arrangements or understandings between Mr. Myers and any
other person pursuant to which Mr. Myers was appointed to the Company positions
outlined above, and Mr. Myers is not a party to any transaction that would
require disclosure under Item 404(a) of Regulation S-K.
As previously disclosed by the Company on January 9, 2020, upon the election of
Mr. Myers to the office of President and Chief Executive Officer, and as a
member of AMAG's Board, Mr. Heiden's resignation as President and Chief
Executive, and as a member of the Board, became effective.
Item 7.01. Regulation FD Disclosure.
On April 28, 2020, the Company issued a press release regarding the employment
of Mr. Myers and his election to the Board. The Company's press release is
furnished herewith as Exhibit 99.1 to this report.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Employment Agreement by and between AMAG Pharmaceuticals, Inc. and
Scott Myers effective as of April 28, 2020 (filed herewith)
99.1 Press Release of AMAG Pharmaceuticals, Inc., dated April 28, 2020
(furnished herewith)
104 Cover Page lnteractive Data File (embedded within the Inline XBRL
document).
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