AVEO Pharmaceuticals, Inc. (NASDAQ:AVEO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On June19, 2014 (the “Grant Date”), the Board of Directors (the “Board”) of AVEO Pharmaceuticals, Inc. (the “Company”) granted performance-based equity awards (the “2014 Performance Options”) under the Company’s amended and restated 2010 Stock Incentive Plan to the Company’s executive and non-executive employees to retain and incentivize them to increase the value of the Company for its shareholders. The 2014 Performance Options were previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on June23, 2014. One executive officer, Michael Bailey, the Company’s Chief Executive Officer, and four non-executive employees have currently outstanding 2014 Performance Options. Upon vesting, the outstanding 2014 Performance Options would be exercisable for a total of approximately 200,000 shares of the Company’s common stock, inclusive of 167,500 shares for Mr.Bailey. 33% of the 2014 Performance Options were cancelled in 2016 as they were subject to a performance milestone that was not achieved.
On August15, 2017, the Board, at the recommendation of the Compensation Committee, which is comprised of the Board’s three independent directors, approved an amendment to the 2014 Performance Options to convert the previous performance targets, which were based on the price of the Company’s common stock, to targets based on an equivalent level of growth in the Company’s market capitalization. The amendment was enacted in order to better balance the goal of growth in share price with the goals of sound financial management and long-term success of the Company. The exercise price of the 2014 Performance Options, which is $1.57 per share, was not amended in order to maintain alignment with shareholder interests.
As amended, the vesting schedule for the outstanding 2014 Performance Options is as follows:
| • | Approximately 49% of the shares will vest on the date on which the Compensation Committee determines that the Company’s market capitalization reaches and remains at approximately three times (3x) the Company’s market capitalization at the Grant Date for 30 consecutive trading days during the period beginning August15, 2017 and ending December31, 2017 (the “Second Milestone Event”); and |
| • | Approximately 51% of the shares will vest on the date on which the Compensation Committee determines that the Company’s market capitalization reaches and remains at approximately four times (4x) the Company’s market capitalization at the Grant Date for 30 consecutive trading days during the period beginning August15, 2017 and ending December31, 2018 (the “Third Milestone Event”). |
In addition to the achievement of the Milestone Events, the optionees must be employed by the Company through the announcement of topline data in the Company’s TIVO-3 trial or the date on which a Milestone Event occurs, whichever is later, for the related portion of their 2014 Performance Options to vest.
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About AVEO Pharmaceuticals, Inc. (NASDAQ:AVEO)
AVEO Pharmaceuticals, Inc. is a biopharmaceutical company. The Company’s platform delivers insights into cancer and related disease. The Company’s product candidates include Tivozanib, Ficlatuzumab, AV-203 and AV-380. Tivozanib is a selective long half-life vascular endothelial growth factor tyrosine kinase inhibitor (VEGF TKI) that inhibits over three VEGF receptors. Tivozanib is designed to optimize VEGF blockade while minimizing off-target toxicities. Ficlatuzumab is a Hepatocyte Growth Factor (HGF) inhibitory antibody. AV-203 is an anti-ErbB3 monoclonal antibody with ErbB3 affinity. Its preclinical studies suggest that neuregulin1 (NRG1) levels predict AV-203 antitumor activity in preclinical models. AV-380 is a humanized Immunoglobulin G 1 (IgG1) inhibitory monoclonal antibody. AV-380 targets growth differentiating factor 15 (GDF15).
