ImmunoGen,Inc. (NASDAQ:IMGN) 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 November26, 2018, Mr.DavidB. Johnston, Executive Vice President of ImmunoGen,Inc. (also referred to as “we,” “our,” and “ImmunoGen”), stepped down as our principal financial officer, effective immediately. Mr.MarkJ. Enyedy, President and Chief Executive Officer, has assumed the responsibilities of principal financial officer while we engage in a search for a permanent replacement for Mr.Johnston.
On November26, 2019, our Board approved certain transition arrangements with Mr.Johnston, which are summarized as follows:
· Mr.Johnston will remain a full-time employee of ImmunoGen through December31, 2018, at which time his employment will be terminated. In connection with such termination, Mr.Johnston would be eligible for benefits under our Severance Pay Plan for Vice Presidents and Higher (the “Severance Plan”). Mr.Johnston, however, has agreed to waive his rights under the Severance Plan in connection with entering into a consulting agreement with us as described below.
· We will enter into a consulting agreement to which, beginning on January1, 2019, Mr.Johnston will provide consulting and advisory services to ImmunoGen for a period of up to 12months. In consideration of these services, and Mr.Johnston’s waiver of his rights under the Severance Plan, we have agreed to pay Mr.Johnston a quarterly retainer in the amount of $104,532.50. If Mr.Johnston elects to continue medical insurance coverage in accordance with COBRA, we also will subsidize his COBRA premium at the same percentage as the health insurance premium subsidy provided to similarly situated active employees during the term of the consulting agreement. The foregoing compensation is analogous to that which Mr.Johnston would have been entitled to under the Severance Plan.
· Mr.Johnston will be eligible to receive his annual cash bonus for 2018, determined in accordance with our annual bonus program, if, as, and when bonuses are paid to employees who were similarly situated to him as of year-end. This payment is analogous to what Mr.Johnston would have been entitled to under the Severance Plan.
· The terms of certain fully vested incentive stock options (“ISOs”) held by Mr.Johnston covering an aggregate of 32,504 shares will be modified to provide that such options will remain exercisable and continue to vest during the term of the consulting agreement. The terms of certain fully vested stock options held by Mr.Johnston covering an aggregate of 340,000 shares (inclusive of the ISOs referenced above) will be modified to provide that such options will remain exercisable for a period of 12 months following the end of the consulting arranagement. Except as described above, the terms of Mr.Johnston’s equity awards will remain unchanged.
Information regarding Mr.Enyedy can be found under Item 3.1 Executive Officers of the Registrant in our Annual Report on Form10-K for the year ended December31, 2017, which is available on the SEC’s website (www.sec.gov).