Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c)
On February 28, 2022, Cullinan Oncology, Inc. (the "Company") announced the
hiring and appointment of Jeffrey Jones, M.D., MPH, MBA as the Company's Chief
Medical Officer, effective immediately.
Dr. Jones, age 51, most recently served as Vice President, Global Drug
Development, Lymphoma and Myeloid Diseases, at Bristol Myers Squibb Company
("Bristol Myers") from April 2020 to February 2022 and as Executive Medical
Director, Global Clinical Research and Development from August 2017 to April
2020. Prior to his service at Bristol Myers, Dr. Jones was an Associate
Professor of Internal Medicine at The Ohio State University College of Medicine
from September 2006 to August 2017. Dr. Jones received his M.D. from University
of Michigan Medical School in Ann Arbor, Michigan and completed his residency in
internal medicine at McGill University Faculty of Medicine in Montreal and a
fellowship in hematology and medical oncology at MD Anderson Cancer Center in
Houston, Texas. Dr. Jones also holds an M.B.A. from The Ohio State University
Fisher College of Business and an M.P.H. from the University of Texas School of
Public Health.
In connection with Dr. Jones' appointment as Chief Medical Officer, the Company
and Dr. Jones entered into an employment agreement (the "Employment Agreement"),
effective February 28, 2022 (the "Effective Date"). The Employment Agreement
provides for "at will" employment. Pursuant to the terms of the Employment
Agreement, Dr. Jones will receive an annual salary of $460,000 per year and a
one-time sign-on bonus of $100,000 (the "Sign-On Bonus"), provided that if
Dr. Jones resigns other than for good reason or is terminated by the Company for
cause (as such terms are defined in the Employment Agreement) prior to
the 18-month anniversary of the Effective Date, he shall repay the Company a
prorated portion of the gross Sign-On Bonus. For fiscal year 2022, Dr. Jones
shall be paid a cash incentive compensation amount, prorated for the period from
the Effective Date through December 31, 2022 and is eligible for an annual
incentive bonus, initially set at forty percent (40%) of his base salary.
The Employment Agreement further provides for the grant of an option to purchase
215,000 shares of the Company's common stock (the "Option Grant"). The Option
Grant will vest as to 25% of the shares underlying the stock option on
February 28, 2023, with the remaining shares vesting ratably on a monthly basis
over the following three years, subject to Dr. Jones' continued employment with
the Company. The Compensation Committee of the Board of Directors of the Company
approved the Option Grant with an exercise price equal to $14.34 per share,
which was the closing price of the common stock of the Company, as reported by
the Nasdaq Global Select Market, on February 28, 2022, the date of grant.
Dr. Jones is also eligible to participate in the Company's employee benefit
plans available to its employees, subject to the terms of those plans.
In the event that Dr. Jones is terminated by the Company without cause or
resigns for good reason, then subject to him entering into a separation
agreement and release in a form and manner satisfactory to the Company within 60
days following the date of termination or such shorter period set forth therein,
Dr. Jones will be entitled to (i) cash severance payments in an amount equal to
9 months of Dr. Jones' base salary existing at the time of his termination;
(ii) a prorated bonus for the year of termination and (iii) subject to
Dr. Jones' copayment of his portion of the COBRA premiums and his proper
election to receive benefits under COBRA, the Company will pay up to 9 months of
a portion of each COBRA premium payment equal to the portion the Company
contributed to such health insurance premium cost as of the date of termination
(or until Dr. Jones becomes eligible for alternative health benefits from a
subsequent employer or ineligible for COBRA, if earlier).
In the event that Dr. Jones is terminated without cause or resigns for good
reason on or within 12 months following a "change in control" (as defined in the
Employment Agreement), then subject to him entering into a general release of
claims against the Company and all related persons and entities within 60 days
following the date of termination or such shorter period set forth therein,
Dr. Jones will be entitled to (i) a lump sum payment in cash equal to 12 months
of his base salary existing at the time of his termination; (ii) his target
bonus for the year of termination (or the target bonus in effect immediately
prior to the change in control, if higher) and (iii) subject to Dr. Jones'
copayment of his portion of the COBRA premiums and his proper election to
receive benefits under COBRA, the Company will pay up to 12 months of a portion
of each COBRA premium payment equal to the portion the Company contributed to
such health insurance premium cost as of the date of termination (or until
Dr. Jones becomes eligible for alternative health benefits from a subsequent
employer or ineligible for COBRA, if earlier). In addition, in the event that
Dr. Jones is terminated without cause or for good reason on or within 12 months
following a change in control, then all unvested time-based equity awards held
by Dr. Jones on the date of termination shall immediately accelerate and become
fully vested and exercisable on the date of termination.
In connection with Dr. Jones' appointment as Chief Medical Officer, Dr. Jones
will enter into the Company's standard form of indemnification agreement for
executive officers, a copy of which was filed as Exhibit 10.5 to the Company's
Registration Statement on Form S-1 (File No. 333-251512) filed with the SEC on
December 18, 2020. Pursuant to the terms of the indemnification agreement, the
Company may be required, among other things, to indemnify Dr. Jones for some
expenses,
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including attorneys' fees, judgments, fines and settlement amounts incurred by
him in any action or proceeding arising out of his service as one of our
officers. In addition, Dr. Jones entered into an Employee Confidentiality,
Assignment, Nonsolicitation and Noncompetition Agreement that contains, among
other provisions, a post-employment non-solicitation and non-competition
obligation that applies during and following the ending of Dr. Jones'
employment.
Dr. Jones has no family relationship with any of the executive officers or
directors of the Company. There are no arrangements or understandings between
Dr. Jones and any other person pursuant to which he was appointed as an officer
of the Company.
The foregoing summary is not complete and is qualified in its entirety by the
Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
(d) Effective March 1, 2022, the Board of Directors (the "Board") of the Company
appointed Anne-Marie Martin, Ph.D., as a Class I director.
Dr. Martin, age 50, has more than 25 years of translational medicine and
clinical research expertise. Dr. Martin currently serves as Senior Vice
President, Global Head of the Experimental Medicine Unit at GlaxoSmithKline plc
("GlaxoSmithKline"), a public pharmaceutical company, and has held this position
since August 2020. She previously served as Senior Vice President, Global Head
of Provision Medicine at Novartis Pharma AG ("Novartis") from February 2016 to
July 2020. Prior to her position at Novartis, she was Vice President, Head of
Biomarker Research & Diagnostic Development at Adaptimmune Therapeutics plc
("Adaptimmune") from May 2015 to February 2016. Prior to Adaptimmune, Dr. Martin
held various roles of increasing responsibility at GlaxoSmithKline between March
2005 and April 2015. Additionally, she served as a board observer for Freenome
Holdings, Inc., a private biotechnology company, from August 2019 to July 2020.
She received her undergraduate degree in biomedical sciences from Sheffield
Hallam University, Sheffield, UK and holds a Ph.D. in Immunogenetics from
MCP-Hahnemann University in Philadelphia. We believe that Dr. Martin is
qualified to serve on the Board due to her extensive experience in the
biotechnology and pharmaceutical sectors.
Pursuant to the Company's director compensation program, upon her appointment as
a director, Dr. Martin was granted an option on March 1, 2022 with a grant date
fair value of $350,000. These options will vest as to one-third of the shares
underlying such award on each of the first, second and third anniversaries of
the date of grant of the award, subject to Dr. Martin's continued service as a
director. Dr. Martin received such option grant in lieu of the annual cash
retainer fee otherwise paid to the Company's directors for their service on the
Board. Also, under the Company's director compensation program, on the dates of
the Company's annual meetings of stockholders, each non-employee director that
is serving on the Company's Board will receive an option to purchase shares of
common stock of the Company with a grant date fair value of $150,000. Each of
these options will vest on the twelve-month anniversary of the date of the date
of grant of the award (or, if earlier, the date of the next annual meeting of
stockholders following the date of grant of the award), subject to the
non-employee director's continued service as a director. All options issued to
non-employee directors under the Company's director compensation program will
become exercisable in full upon a change in control of the Company.
Also in connection with Dr. Martin's election to the Board, Dr. Martin will
enter into the Company's standard form of indemnification agreement for
directors, a copy of which was filed as Exhibit 10.4 to the Company's
Registration Statement on Form S-1 (File No. 333-251512) filed with the SEC on
December 18, 2020. Pursuant to the terms of this agreement, the Company may be
required, among other things, to indemnify Dr. Martin for some expenses,
including attorneys' fees, judgments, fines and settlement amounts incurred by
her in any action or proceeding arising out of her service as a director.
There are no arrangements or understandings between Dr. Martin and any other
person pursuant to which she was appointed as a director of the Company.
Dr. Martin was not involved in any transactions with the Company in an amount
exceeding $120,000 since the beginning of the Company's last fiscal year and
there are no such currently proposed transactions.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
10.1 Employment Agreement, effective February 28, 2022, between Cullinan
Oncology, Inc. and Jeffrey Jones
104 Cover page from this Current Report on Form 8-K, formatted in Inline
XBRL
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