Foundation Medicine, Inc. (NASDAQ:FMI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Foundation Medicine, Inc. (NASDAQ:FMI) 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.

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On December19, 2017, Steven Kafka, Ph.D., the President and Chief Operating Officer of Foundation Medicine, Inc. (the “Company”), notified the Company’s Board of Directors (the “Board”) of his intention to resign from such positions effective as of the close of business on February16, 2018 (the “Effective Date”).

On December19, 2017, the Board appointed Troy Cox, the Company’s Chief Executive Officer, to the additional position of President, effective as of the Effective Date. For additional information about Mr.Cox, reference is made to the Company’s Current Report on Form 8-K filed on January6, 2017, including Mr.Cox’s employment agreement filed as Exhibit 10.1 thereto, the text of which is incorporated herein by reference.

In addition, on December19, 2017, the Board appointed Konstantin Fiedler, the Company’s Senior Vice President, International Markets, to the new position of Chief Operating Officer, effective as of the Effective Date. As Chief Operating Officer, Mr.Fiedler, who joined the Company in 2016, intends to relocate to the Cambridge, Massachusetts area and will assume responsibility for the Company’s global laboratory operations and several associated business functions.

Mr.Fiedler, age 52, has served as the Company’s Senior Vice President, International Markets and Managing Director of FMI Germany GmbH, the Company’s wholly owned subsidiary in Germany (“FMI Germany”), since November 2016. Prior to joining the Company, Mr.Fiedler joined FMI Germany from Linde AG (“Linde”) where he served as a Head of Innovation of the Healthcare Unit from June 2013. Prior to Linde, Mr.Fiedler served as a Managing Director within the Leica Biosystems division of Danaher Corporation from 2011 to 2013 and as a General Manager within General Electric’s Life Sciences Division from 2004 to 2011. Mr.Fiedler has a Master of Science in physics from Karl-Franzens Universität Graz and a Ph.D. in physics from Universität Konstanz.

In connection with Mr.Fiedler’s appointment, the Company and Mr.Fiedler have agreed upon the material terms of his continued employment, which will be memorialized in an employment agreement between Mr.Fiedler and FMI Germany expected to be effective as of the Effective Date that will be filed by the Company as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March31, 2018 (the “Employment Agreement”). The Employment Agreement will provide for an initial annual base salary of €312,000, target performance bonus of 40% of base salary and annual pension contribution of €25,000. On or about the Effective Date, Mr.Fiedler will receive a grant of restricted stock units having a fair value on the date of the grant equal to $800,000. Mr.Fiedler will receive temporary housing, house hunting and relocation assistance in 2018 up to a maximum amount of $125,000, and will receive $45,000 per year of aggregate tuition assistance for his children for at least two years. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which will be incorporated herein by reference when filed.


About Foundation Medicine, Inc. (NASDAQ:FMI)

Foundation Medicine, Inc. is a molecular information company. The Company sells products that are enabled by its molecular information platform to physicians and biopharmaceutical companies. The Company’s segment is the business of delivering molecular information about cancer to its customers. Its products provide genomic information about each patient’s individual cancer, enabling physicians to optimize treatments in clinical practice and biopharmaceutical companies to develop targeted oncology therapies. Its flagship clinical molecular information products, FoundationOne for solid tumors, and FoundationOne Heme for blood-based cancers or hematologic malignancies, including leukemia, lymphoma, myeloma and advanced sarcomas, are genomic profiles designed for use in the routine care of patients with cancer. Its other products include FoundationACT (Assay for Circulating Tumor deoxyribonucleic acid (DNA)), GeneKit, FoundationCORE, FoundationICE and the SmartTrials program.

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