IGNYTA, INC. (NASDAQ:RXDX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
1. Base Salaries for Named Executive Officers. On December26, 2017, the Compensation Committee of the Board of Directors (the “Committee”) of Ignyta, Inc. (the “Company”) established the base salaries to be paid to the Company’s named executive officers listed below (the “Named Executive Officers”), effective January1, 2018. The following 2018 base salaries were established:
|
Name |
Title |
BaseSalary | |
|
Jonathan Lim, M.D. |
PresidentandChiefExecutiveOfficer | $ | 555,000 |
|
Zachary Hornby |
Chief Operating Officer | $ | 432,000 |
|
Pratik Multani, M.D. |
Chief Medical Officer | $ | 432,000 |
2. Bonuses Payable to Named Executive Officers. Also on December26, 2017, the Committee approved cash bonuses to be paid to the Named Executive Officers. The bonuses related to such officers’ performance and the Company’s performance during 2017. The bonuses to be paid to the Named Executive Officers are as follows:
|
Name |
Title |
Amountof Bonus | |
|
Jonathan Lim, M.D. |
PresidentandChiefExecutiveOfficer | $ | 268,500 |
|
Zachary Hornby |
Chief Operating Officer | $ | 163,200 |
|
Pratik Multani, M.D. |
Chief Medical Officer | $ | 163,200 |
3. RSU Grants. On December21, 2017, the Board of Directors of the Company approved the award of the restricted stock units listed below, with such grants to be effective December22, 2017 (the “Grant Date”), to the Named Executive Officers under the Company’s 2014 Incentive Award Plan. One fourth of each of the Named Executive Officers’ restricted stock unit awards will vest on each of the first four anniversaries of the Grant Date, subject to such Named Executive Officer’s continued employment or service relationship with the Company on each such vesting date. The awards will also vest upon a change in control of the Company. The actual restricted stock unit awards granted to the Named Executive Officers are as follows:
|
Name |
Title |
RestrictedStockUnit
Awards |
|
Jonathan Lim, M.D. |
PresidentandChiefExecutiveOfficer | 68,334 |
|
Zachary Hornby |
Chief Operating Officer | 37,167 |
|
Pratik Multani, M.D. |
Chief Medical Officer | 23,334 |
4. Annual Cash Bonus Targets. On December26, 2017, the Committee set the target percentages for determining annual bonuses for the Named Executive Officers for 2018, expressed as a percentage of the applicable executive officer’s annual base salary. The target percentages for determining annual bonuses are as follows, which are the same as the 2017 fiscal year:
|
Title |
AnnualCash BonusTarget | |
|
President and Chief Executive Officer |
% | |
|
Chief Operating Officer |
% | |
|
Other Executive Officers |
% |
The target represents a target cash bonus amount, eligibility for all or a portion of which will be subject to (i)the applicable Named Executive Officer’s achievement of performance objectives, determined annually by the Committee, and (ii)the discretion of the Committee to approve bonus amounts that are higher or lower than the stated target.
5. Excise Tax Agreement. On December21, 2017, in connection with the signing of the Agreement and Plan of Merger (the “Merger Agreement”) with Roche Holdings, Inc. (“Parent”) and Abingdon Acquisition Corp., a wholly owned indirect subsidiary of Parent, the Company entered into an excise tax agreement with Jonathan Lim, M.D.. Under the agreement, if the Merger (as defined in the Merger Agreement) is consummated and an excise tax is imposed on Dr.Lim as a result of any compensation or benefits provided to him in connection with the Merger, the Company will pay or reimburse Dr.Lim an amount equal to such excise tax, plus any taxes resulting from such payment or reimbursement.
The foregoing description of the agreement with Dr.Lim does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.02 | Financial Statements and Exhibits. |
Ignyta, Inc. ExhibitEX-10.1 2 d504384dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 AGREEMENT This AGREEMENT (the Agreement),…To view the full exhibit click here
About IGNYTA, INC. (NASDAQ:RXDX)
Ignyta, Inc. is an oncology biotechnology company. The Company focuses on an integrated therapeutic (Rx) and companion diagnostic (Dx) strategy for treating cancer patients. Its Rx is focused on discovering, in licensing or acquiring, then developing and commercializing molecularly targeted therapies that, sequentially or in combination, are foundational for eradicating residual disease. Its Dx focuses on pairing the product candidates with biomarker-based companion diagnostics that are designed to identify, at the molecular level, the patients likely to benefit from the therapies. Its entrectinib is an orally bioavailable, small molecule tyrosine kinase inhibitor directed to the tropomyosin receptor kinase (Trk) family tyrosine kinase receptors (TrkA, TrkB and TrkC), ROS1 and anaplastic lymphoma kinase (ALK) proteins for the treatment of solid tumors. Its entrectinib is in Phase II/III of clinical development. Its taladegib is a small molecule and hedgehog or smoothened antagonist.