OSIRIS THERAPEUTICS,INC. (OTCMKTS:OSIR) 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
Certain Officers; Appointment of Certain Officers; and
Compensatory Arrangements of Certain Officers.
Appointment and Compensation of President and Chief Executive
Officer
On June21, 2017 Osiris Therapeutics,Inc. (the Company) appointed
Linda Palczuk, age 55, to serve as President and Chief Executive
Officer, effective July10, 2017. She will be nominated for
election to the Board of Directors at the next shareholder
meeting. Ms.Palczuk has had an extensive and successful 30 year
career with AstraZeneca Pharmaceuticals and its legacy companies,
serving in senior level commercial and general management roles,
including Vice President, Mature Brands and Vice President Global
Commercial Excellence from January2012 until March2015, Vice
President Sales Marketing from March2009 to December2011, and
Vice President Sales from April2006 to February2009. Since
June2015, Ms.Palczuk was an independent consultant providing
business expertise within the pharmaceutical sector.
Ms.Palczuk holds a BA in Biology from Franklin Marshall College
and a Master of Business Administration from the University of
Delaware.
On June24, 2017, Ms.Palczuk entered into an employment agreement
with the Company. The agreement provides that Ms.Palczuk will be
paid a base salary of four hundred fifty thousand dollars
($450,000). Her base salary will be reviewed annually and any
increases will be in the sole discretion of the Compensation
Committee and the Board of Directors.
Ms.Palczuk will be eligible for an annual performance-based bonus
of up to 44.44% of her base salary. Ms.Palczuk will receive an
initial stock option grant of 25,000 shares. Ms.Palczuk shall
also be entitled to participate in the Companys long term
cash/equity incentive plan to be designed by the Compensation
Committee by or before December31, 2017. She will be entitled to
participate in other benefit plans generally available to other
executives.
The employment agreement renews each year at December31, until
December31, 2020 when the Agreement expires. Either Ms.Palczuk or
the Company can elect not to renew the agreement by giving
written notice at least 30 days in advance of the renewal date.
Ms.Palczuk will be entitled to severance in certain
circumstances. If she terminates the agreement for good reason
(as defined in the agreement) or if the Company terminates her
employment without cause (as defined in the agreement), she will
be entitled to a severance payment equal to 12 months of her base
salary plus a pro-rated annual bonus.Ms.Palczuk will also be
entitled to a severance payment equal to 12 months of her base
salary plus a pro-rated annual bonus if the Company decides not
to enter into an amendment to extend the agreement or enter into
a new agreement with her after the employment agreement expires
on December31, 2020. The severance payment equal to 12 months of
her base salary is shortened to six months in two circumstances:
(i)if the termination occurs within the first year (July10,
2018), or (ii)she is terminated and has not received a
performance-based annual bonus for two consecutive years.
Ms.Palczuk also entered into the Companys employee
confidentiality, noncompetition and invention agreement which
provides, among other restrictions, that for 12 months after her
termination of employment, Ms.Palczuk will not solicit employees
or customers of the Company and will not, directly or indirectly
become employed by or affiliated with any company in a division
or business line which is competitive with the business of the
Company. The 12 month restricted period would be reduced to six
months under the circumstances where Ms.Palczuk would receive a
severance payment equal to six months of her base salary
described in the immediately preceding paragraph.
The foregoing descriptions of the employment agreement and the
employee confidentiality, noncompetition and invention agreement
are summaries of the material terms and are qualified in their
entirety by reference to the employment agreement and the
employee confidentiality, noncompetition and invention agreement,
attached hereto as Exhibits 10.1 and 10.2, and incorporated
herein by reference.
Interim Chief Executive Officer.
Upon Ms.Palczuk s appointment on June21, 2017, David A. Dresner
is no longer serving as the Interim President and Chief Executive
Officer of the Company. Until Ms.Palczuks arrival on July10,
2017, Jason Keefer, age 45, the Companys Vice President of
Marketing will temporarily assume the role of Interim President
and Chief
Executive Officer. Mr.Keefer has been the Vice President of
Marketing since August2016. Prior to becoming the Vice
President of Marketing, Mr.Keefer held various roles of
increasing responsibility at Osiris since February2014,
including Regional Business Sales Director and Director of
Training and Director of Marketing. Prior to employment at
Osiris, Mr.Keefer was the Zone Director (Sales) for the Central
U.S. at Shire plc where he was employed from 2011 through 2014.
Mr.Keefer will not receive any additional compensation as a
result of this temporary role.
Item9.01 Financial Statements and
Exhibits.
(d)Exhibits. The following exhibits are filed with this report:
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Exhibit10.1 |
Employment Agreement, dated June24, 2017, between Linda |
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Exhibit10.2 |
Employee Confidentiality, Noncompetition and Invention |
OSIRIS THERAPEUTICS, INC. ExhibitEX-10.1 2 a17-15697_1ex10d1.htm EX-10.1 Exhibit 10.1 Execution Copy Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of June 24,…To view the full exhibit click here About OSIRIS THERAPEUTICS, INC. (OTCMKTS:OSIR)
Osiris Therapeutics, Inc. is a cellular and regenerative medicine company. The Company is focused on researching, developing and marketing products in the wound, orthopedic, and sports medicine markets. The Company operates through Biosurgery business segment, which focuses on products for wound care, orthopedics, and sports medicine to harness the ability of cells and novel constructs to promote the body’s natural healing. The Company’s products include Grafix, Stravix, TruSkin, Cartiform and BIO4. The Company produces and distributes Grafix for acute and chronic wounds; Stravix for tendon repair; TruSkin for wound closure; Cartiform, a viable cartilage mesh for cartilage repair, and BIO4 for bone growth. The Company’s BioSmart cryopreservation process retains the native characteristics and inherent functionality of tissue. Its BioSmart process includes preservation of the three dimensional (3D) matrix, endogenous growth factors, and tissue-resident cells. OSIRIS THERAPEUTICS, INC. (OTCMKTS:OSIR) Recent Trading Information
OSIRIS THERAPEUTICS, INC. (OTCMKTS:OSIR) closed its last trading session up +0.30 at 6.19 with 2,921,453 shares trading hands.
