Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 4, 2021, Cassava Sciences, Inc. (the "Company") announced the
appointment of James W. Kupiec, MD, as its Chief Clinical Development Officer,
effective immediately. Prior to joining the Company, Dr. Kupiec worked for over
30 years in drug development at Pfizer, Sanofi and Ciba-Geigy, all multinational
pharmaceutical companies. Dr. Kupiec previously served as VP, Global Clinical
Leader for Parkinson's Disease and Clinical Head of the Neuroscience Research
Unit for Pfizer, Inc., in Cambridge, MA. He joined Pfizer in 2000 after seven
years with Sanofi, and two years with Ciba-Geigy Pharmaceuticals. During his
17-year career at Pfizer, Dr. Kupiec had extensive governance, business
development, alliance and leadership responsibilities. He and his team focused
on developing potential disease-modifying and symptomatic therapies for
Alzheimer's disease and other neurodegenerative disorders. As a Global Project
Leader and Clinical Head, Dr. Kupiec created and implemented global drug
development strategies, met with worldwide regulatory authorities, and
co-chaired numerous joint development committees with other pharmaceutical
companies. After leaving Pfizer in 2017, Dr. Kupiec was an independent
consultant to biotechnology companies and, most recently, served as Chief
Medical Officer for a biotechnology company focused on antibody therapeutics for
neurodegenerative disorders, where he had responsibility for clinical and
biomarker strategies. Dr. Kupiec earned his BS with Honors in Biochemistry at
Stony Brook University and his MD from the Albert Einstein College of Medicine.
He completed his residency training at the Strong Memorial Hospital, University
of Rochester School of Medicine, and is certified by the American Board of
Internal Medicine.
There are no family relationships, as defined in Item 401 of Regulation S-K,
between Dr. Kupiec and any of the Company's directors or executive officers, and
there is no arrangement or understanding between Dr. Kupiec and any other person
pursuant to which he was appointed as an officer of the Company. Dr. Kupiec does
not have any direct or indirect material interest in any transaction or proposed
transaction required to be reported under Item 404(a) of Regulation S-K.
Pursuant to the terms of an employment agreement, executed on January 1, 2021
(the "Employment Agreement"), between the Company and Dr. Kupiec, the Company
will pay Dr. Kupiec an annual base salary of $375,000 beginning on January 4,
2021 (the "Effective Date"). The Employment Agreement provides that on the
Effective Date, Dr. Kupiec will be added as a participant in the Company's 2020
Cash Incentive Bonus Plan.
If Dr. Kupiec is terminated without cause or is subject to a "constructive
dismissal" at any time following the date that is six (6) months following the
Effective Date, he will be entitled to (i) continued payment of his base salary
as then in effect for a period of three (3) months following the date of
termination and (ii) he will be entitled to continued employment benefits
through COBRA premiums paid by the Company, until the earlier of three (3)
months after termination or the time that he obtains employment with another
entity. If Dr. Kupiec is terminated without cause after a "Change in Control"
(as defined in the Employment Agreement), he will be paid his regular base
salary, and he will continue to receive employment benefits, for a period of
twelve (12) months following his last date of employment provided he signs and
does not revoke an employment separation and release agreement.
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of
the agreement, which is filed herewith as Exhibit 10.1 and is incorporated
herein by reference.
Item 7.01. Regulation FD Disclosure.
A copy of the Company's press release announcing the appointment of Dr. Kupiec
as the Company's Chief Clinical Development Officer is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are being furnished as part of this report.
Exhibit
No. Description
Employment Agreement, executed on January 1, 2021, by and between
10.1 Cassava Sciences, Inc. and Dr. James Kupiec
99.1 Press Release issued by Cassava Sciences, Inc. on January 4, 2021--------------------------------------------------------------------------------
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CASSAVA SCIENCES, INC. 
