ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On March15, 2017, Adaptimmune Therapeutics plc (the Company)
announced that it has broadened its executive team with the
appointment of co-founder, Helen Tayton-Martin, Ph.D., M.B.A, to
the newly-created role of Chief Business Officer (CBO), and
Mr.William (Bill) Bertrand,Jr., J.D., as Chief Operating Officer
(COO). Both appointments are effective March15, 2017.
Dr.Tayton-Martin has transitioned from her prior role as COO to
the new CBO position that will see her focus entirely on
optimizing the strategic and commercial opportunities for the
Companys assets. Her new role encompasses all aspects of pipeline
and technology assessment, strategic portfolio analysis,
partnerships and commercial planning. She will retain
responsibility for alliances including the strategic partnership
with GlaxoSmithKline.
Mr.Bertrand will assume responsibility for a range of operational
functions, including compliance, risk management, human resources
and legal/IP and will be based at Adaptimmunes U.S. headquarters
in Philadelphia. Mr.Bertrand will work closely with
Dr.Tayton-Martin and the rest of the Companys executive team in
helping Adaptimmune prepare for the next stage in its
development.
In connection with Mr.Bertrands appointment, the Company entered
into an employment agreement with Mr.Bertrand that governs the
terms of his employment with the Company. Among other things, the
employment agreement provides for (i)an annual base salary;
(ii)at the sole discretion of the Board (or an authorized
committee thereof), an annual target cash performance bonus of
45% of his annual base salary, and (iii)participation in the
Companys equity plans. On March15, 2017, Mr.Bertrand was granted
an option to purchase 3,407,904 ordinary shares in the Company,
which will vest over a four-year period, with 25% vesting on the
first anniversary of the date of grant and the remainder vesting
monthly thereafter in equal increments for 36 months.
If Mr.Bertrands employment is terminated by the Company without
cause, or if he resigns for good reason, then Mr.Bertrand will be
entitled under his agreement and the Companys executive severance
policy to receive a severance payment equal to his annual base
salary for nine months and to payment of premiums for
continuation of healthcare benefits for a period of nine months
following such termination. In addition, at the sole discretion
of the Board (or an authorized committee thereof), Mr.Bertrand
may be paid a lump sum cash amount equal to his target annual
performance bonus for the year of termination, prorated based on
the number of calendar days he was employed during the year.
Furthermore, if Mr.Bertrand is terminated without cause or
resigns for good reason within 12 months following a change in
control, he will be entitled to receive a severance payment equal
to his annual base salary for 12 months, payment of premiums for
continuation of healthcare benefits for a period of 12 months, a
lump sum cash amount equal to the full target performance bonus
for the year of termination, and accelerated vesting of any
unvested and outstanding equity awards. In order to receive
severance benefits under the employment agreement and policy,
Mr.Bertrand is required to execute a release of claims in favor
of the Company and comply with certain other post-employment
covenants set forth in the employment agreement.
In connection with Dr.Tayton-Martins appointment as Chief
Business Officer, the Company entered into a service agreement
with Dr.Tayton-Martin that governs the terms of her employment
with the Company. Among other things, the service agreement
provides for (i)an annual base salary; (ii)at the sole discretion
of the Board (or an authorized committee thereof), an annual
target cash performance bonus of 45% of her annual base salary,
and (iii)participation in the Companys equity plans.
If Dr.Tayton-Martins employment is terminated by the Company
without cause, or if she resigns for good reason, then
Dr.Tayton-Martin will be entitled under her agreement and the
Companys executive severance policy to receive a severance
payment equal to her annual base salary for nine months and to
payment of premiums for continuation of healthcare benefits for a
period of nine months following such termination. In addition, at
the sole discretion of the Board (or an authorized committee
thereof), Dr.Tayton-Martin may be paid a lump sum cash amount
equal to her target annual performance bonus for the year of
termination, prorated based on the number of calendar days she
was employed during the year. Furthermore, if Dr.Tayton-Martin is
terminated without cause or resigns for good reason within 12
months following a change in control, she will be entitled to
receive a severance payment equal to her annual base salary for
12 months, payment of premiums for continuation of healthcare
benefits for a period of 12 months, a lump sum cash amount equal
to the full target performance bonus for the year of termination,
and accelerated vesting of any unvested and outstanding equity
awards. In order to receive severance benefits under the
employment agreement and policy, Dr.Tayton-Martin is required to
execute a release of claims in favor of the Company and comply
with certain other post-employment covenants set forth in the
service agreement.
Following these changes, our executive team consists of James
Noble, Chief Executive Officer, Helen Tayton-Martin, Ph.D., Chief
Business Officer, Rafael Amado, M.D., Chief Medical Officer,
Adrian Rawcliffe, Chief Financial Officer, Gwendolyn
Binder-Scholl, Ph.D., Chief Technology Officer and William (Bill)
Bertrand, Chief Operating Officer.
A copy of the Companys press release, Mr.Bertrands employment
agreement and Dr.Tayton-Martins service agreement are attached as
Exhibits 99.1, 99.2 and 99.3 hereto and are incorporated by
reference herein.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits. The following exhibits are furnished as part of
this Report on Form8-K:
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ExhibitNo. |
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DescriptionofExhibit |
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99.1 |
Press release dated March15, 2017. |
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99.2 |
Employment Agreement, dated March15, 2017 and effective |
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99.3 |
Service Agreement, dated March15, 2017 and effective from |
About ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP)
Adaptimmune Therapeutics plc is a clinical-stage biopharmaceutical company. The Company is focused on cancer immunotherapy products based on its T-cell receptor (TCR) platform. The Company has developed a platform that enables it to identify cancer targets in the form of peptides, which are short sequences of amino acids, find and genetically engineer TCRs, and produce TCR therapeutic candidates for administration to patients. The Company engineers TCRs to increase their affinity to cancer-specific peptides, including its lead target peptides, NY-ESO-1 and MAGE-A10, in order to target and then destroy cancer cells in patients. The Company’s TCR therapeutic candidates are able to target intracellular, as well as extracellular cancer antigens. The TCRs consist of approximately two associated protein chains: the alpha and beta chains. Each of the chains has approximately two regions: a variable region and a constant region. ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP) Recent Trading Information
ADAPTIMMUNE THERAPEUTICS PLC (NASDAQ:ADAP) closed its last trading session up +0.02 at 4.75 with 383,770 shares trading hands.