EPIZYME, INC. (NASDAQ:EPZM) 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.
On September21, 2017, Epizyme, Inc. (the “Company”) appointed Suzanne Fleming as Senior Vice President, Finance, and Treasurer of the Company. In such capacities, Ms.Fleming will assume the role of principal accounting officer of the Company.
From October 2014 to September 2017, Ms.Fleming (age 56) served as Vice President, Finance for Foundation Medicine, Inc., a molecular information company focused on cancer care, where she was responsible for accounting, financial reporting, and compliance. Prior to joining Foundation Medicine, Ms.Fleming spent over 25 years in a number of finance leadership roles where she also was responsible for accounting, financial reporting, and compliance, including Chief Accounting Officer for Aegerion Pharmaceuticals, Inc., a biopharmaceutical company focused on rare diseases, from August 2013 to October 2014, and Vice President, Finance for Aveo Oncology, Inc., a biopharmaceutical company focused on targeted therapeutics for oncology, from November 2005 to August 2013. Ms.Fleming received a Bachelor of Science in Business Administration from Stonehill College, and is a Certified Public Accountant.
Ms.Fleming has entered into an employment offer letter with the Company. Under the letter, Ms.Fleming’s annual base salary is $350,000 and her annual target bonus opportunity will be 35% of her annual base salary. Additionally, Ms.Fleming will receive a signing bonus of $75,000, payable as of September20, 2017, the commencement date of Ms.Fleming’s employment (the “Commencement Date”), which must be repaid if Ms, Fleming resigns from the Company or her employment is terminated for Cause (as defined under the Company’s Executive Severance and Change in Control Plan (the “Severance Plan”) on or prior to the first anniversary of the Commencement Date. Ms.Fleming also will receive one-time payments on the following schedule: (i)$50,000 on March1, 2018, (ii)$50,000 on September1, 2018 and (iii)$45,000 on March1, 2019, payable in the first regularly schedule payrolls after these dates. On the Commencement Date, Ms.Fleming was granted stock options to purchase 90,180 shares of common stock of the Company. This equity award vests as to 25% of the underlying shares on the first anniversary of the Commencement Date and as to an additional 2.0833% of the shares at the end of each successive month following the first anniversary of the Commencement Date until the fourth anniversary of such date. The stock options have an exercise price per share equal to the closing market price of the Company’s common stock on the Commencement Date.
Under the Company’s Severance Plan, if the Company terminates Ms.Fleming’s employment without cause (as defined in the Severance Plan), prior to or more than twelve months following a change in control (as defined in the Severance Plan), she will be entitled to receive her monthly base salary and medical benefits for six months following the date of such termination or, if the Company terminates Ms.Fleming’s employment without cause or she terminates her employment for good reason (as defined in the Severance Plan) within twelve months following a change in control, she will be entitled to receive her monthly base salary and medical benefits for nine months following the date of such termination and 75% of her target bonus, in either case subject to Ms.Fleming signing a severance agreement and release of claims.
The foregoing description of the Severance Plan does not purport to be complete and is qualified in its entirety by reference to the Severance Plan, a copy of which was filed as Exhibit 10.11 to the Company’s Annual Report on Form10-K filed with the Securities and Exchange Commission (the “SEC”) on March9, 2016 and is incorporated herein by reference.
Also in connection with Ms.Fleming’s appointment as principal accounting officer of the Company, Ms.Fleming will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.16 to Amendment No.1 to the Company’s Registration Statement on Form S-1 (File No.333- 187982) filed with the SEC on April26, 2013 and is incorporated herein by reference. to the terms of this agreement, the Company may be required, among other things, to indemnify Ms.Fleming 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 principal accounting officer.
About EPIZYME, INC. (NASDAQ:EPZM)
Epizyme, Inc. is a clinical-stage biopharmaceutical company. The Company discovers, develops and plans to commercialize epigenetic therapies for cancer patients. The Company’s segment is the discovery and development of novel epigenetic therapies for cancer patients. It develops small molecule inhibitors of a class of enzymes known as histone methyltransferases, or HMTs. It develops small molecule inhibitors of other chromatin modifying proteins, or CMPs. Its lead product candidate, tazemetostat, is a selective inhibitor of the EZH2 HMT. It is evaluating tazemetostat in a Phase II study in adults with relapsed or refractory non-Hodgkin lymphoma, or NHL, and one Phase II study in adults and one Phase I study in children with certain genetically-defined solid tumors. It has programs in development, including a Phase I clinical trial of pinometostat, an inhibitor of the DOT1L HMT, for the treatment of children with MLL-r, an acute leukemia with genetic alterations of the MLL gene.