KINDRED BIOSCIENCES, INC. (NASDAQ:KIN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Wendy Wee as Chief Financial Officer
On July 24, 2017, the Board of Directors of Kindred Biosciences, Inc. (the “Company”) appointed Wendy Wee as the Chief Financial Officer of the Company, effective July 28, 2017. In such capacity, Ms. Wee will also serve as the Company’s principal financial officer and principal accounting officer.
Ms. Wee, age 64, has served as the Company’s Vice President of Finance from December 30, 2014 to July 27, 2017, prior to accepting her role as Chief Financial Officer of the Company. She initially worked with the Company as a consultant in October, 2014. From 2002 until August 2014, Ms. Wee served in various positions at Telik, Inc., a biotechnology company focused on oncology, including as Vice President of Finance, Principal Financial and Accounting Officer, and Controller. Prior to her time at Telik, Inc., Ms. Wee was the Senior Director of Finance and Controller at Connetics, Inc., a biotechnology company focused on dermatological diseases. Previous to that, she held various management positions at Silicon Graphics, Inc., MIPS Computer Systems and Unisys Corporation.
In connection with Ms. Wee’s appointment as the Company’s Chief Financial Officer, the Company entered into a written employment agreement, dated July 28, 2017 (the “Employment Agreement”), with Ms. Wee. Under the Employment Agreement, the Company has agreed to pay Ms. Wee an initial base salary of $297,754 per year, and Ms. Wee may be eligible to receive an annual performance-based cash bonus targeted at 30% of her base salary. Effective as of July 28, 2017 (the “Grant Date”), the Company granted Ms. Wee an option to purchase 50,000 shares of the Company’s common stock, with a term of 10 years, which will vest and become exercisable as to 25% of the total number of shares on the first anniversary of the Grant Date and as to an additional 1/48th of the total number of shares on the same day of each of the 36 successive calendar months thereafter, such that the option will be fully vested on the fourth anniversary of the Grant Date, subject to Ms. Wee remaining an employee of the Company. The option has an exercise price equal to the closing price of the Company’s common stock on The NASDAQ Capital Market on the Grant Date. Ms. Wee will be eligible to earn an additional option to purchase shares of the Company’s common stock on an annual basis, based on the achievement of Ms. Wee’s and the Company’s goals, in an amount equal to .3% of then-outstanding shares.
Under the terms of Ms. Wee’s Employment Agreement, if her employment is terminated by the Company without “Cause,” or she resigns for “Good reason,” then, subject to her execution of a general release of claims, Ms. Wee will be entitled to receive twelve months of her annual base salary payable within seven days of termination, reimbursement for up to 18 months of insurance premiums for continuation coverage under our group health plans and accelerated vesting of all of her outstanding stock options and any other equity awards. In addition, if we terminate her employment within the twelve-month period following a “Change in control,” any unvested options or restricted stock shall vest and be immediately exercisable by her.
