Concert Pharmaceuticals, Inc. (NASDAQ:CNCE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 18, 2017, the Company announced that Marc Becker will join the Company as Chief Financial Officer (“CFO”) and principal financial officer. Mr. Becker is expected to commence employment with the Company on January 4, 2018 (the “Commencement Date”).

Mr. Becker, age 45, served as CFO of CRISPR Therapeutics (“CRISPR”), a publicly-traded biotechnology company from February 2016 – September 2017. Prior to CRISPR, Mr. Becker was CFO of rEVO Biologics (“rEVO”), a biotechnology company, from January 2012 – February 2016. Prior to rEVO, Mr. Becker held increasing roles of responsibility at Genzyme from August 2001 – October 2011, culminating in Vice President, Finance.

In connection with his appointment as CFO, the Company and Mr. Becker entered into an offer letter agreement and an executive employment agreement (together, the “Employment Agreement”). The Employment Agreement entitles Mr. Becker to receive a sign-on bonus of $30,000 and an annual base salary of $380,000 beginning on the Commencement Date. Mr. Becker will also receive the standard severance protections that are offered to the Company’s other similarly situated executive officers in the event his employment is terminated by reason of his death or disability, by the Company without cause, or by his voluntary resignation for good reason. These benefits include (i) 12 months of his base salary, payable in installments in accordance with the Company’s payroll practices beginning on the first payroll date that is at least 60 days following the termination date and (ii) continued life, medical, dental, health and accident and disability insurance benefits on the same basis as provided to similarly situated active employees for a period of 12 months. If Mr. Becker’s employment is terminated without cause or if he resigns for good reason, in either case, either within one year following a change in control or prior to a change in control if Mr. Becker demonstrates that the termination was in connection with the change in control, he will receive the foregoing severance benefits as well as an amount equal to the greater of his target bonus for the fiscal year in which the date of termination occurs or the annual bonus paid to him for the most recently completed fiscal year, payable in a lump sum on the first payroll date that is at least 60 days following the termination date. Mr. Becker’s right to receive severance benefits, other than as a result of his termination without cause or resignation for good reason either within one year following a change in control or prior to a change in control if Mr. Becker demonstrates that the termination was in connection with the change in control, is conditioned upon his timely entering into a severance agreement and mutual release of claims with the Company. For purposes of the foregoing, “cause”, “good reason” and “change in control” have the meanings given in the Employment Agreement, which is consistent in all material respects with the form of executive employment agreement included as Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed on March 6, 2017. The Employment Agreement provides that Mr. Becker shall comply with certain confidentiality, intellectual property ownership and non-solicitation and non-competition obligations.

At the first meeting of the compensation committee of the Company’s board of directors following Mr. Becker’s commencement of employment, the Company will consider and vote on a grant to Mr. Becker, under the Company’s 2014 Incentive Award Plan, of an option to purchase up to 100,000 shares of the Company’s common stock. The option will have an exercise price per share equal to the fair market value of the stock on the grant date and will vest as to 25% of the shares on the first anniversary of the Commencement Date and as to an additional 6.25% of the shares at the end of every three month period thereafter, subject to Mr. Becker’s continued service through each vesting date.

Item 7.01. Regulation FD Disclosure.

A press release issued by the Company on December 18, 2017 regarding the appointment of Mr. Becker as Chief Financial Officer and principal financial officer is furnished as Exhibit 99.1.

The information included on this Form 8-K to Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

CONCERT PHARMACEUTICALS, INC. Exhibit
EX-99.1 2 cfo-beckerexhibit.htm EXHIBIT 99.1 Exhibit Exhibit 99.1NEWS RELEASEFor additional information contact:Justine Koenigsberg (investors)Concert Pharmaceuticals,…
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About Concert Pharmaceuticals, Inc. (NASDAQ:CNCE)

Concert Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in the discovery and development of small molecule drugs. The Company operates through the development of pharmaceutical products on its own behalf or in collaboration with others segment. It has clinical candidates under development, including AVP-786, CTP-656, CTP-730 and JZP-386. The Company’s deuterated chemical entity platform (DCE Platform) enables it to identify compounds for deuteration and to design, evaluate, develop and manufacture deuterated compounds. The Company is utilizing its DCE Platform to discover and develop product candidates for a range of indications. The Company’s product candidate, CTP-656, is a next generation potentiator that the Company is initially developing for the treatment of cystic fibrosis in patients having gating mutations, including the G551D mutation. AVP-786 is a combination of a deuterated dextromethorphan analog and a low dose of quinidine.