RADIUS HEALTH, INC. (NASDAQ:RDUS) 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
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Departure of Directors or Certain Officers; Election of |
On May 15, 2017, Radius Health, Inc. (the Company) announced the
appointment of Jose (Pepe) Carmona, age 45, as the Companys Chief
Financial Officer, effective as of May 15, 2017. Mr. Carmona will
also serve as the Companys Principal Financial Officer, Principal
Accounting Officer, and Treasurer.
Prior to his appointment with the Company, Mr. Carmona served as
the Chief Financial Officer of Innocoll Holdings plc (Innocoll),
a pharmaceutical and medical device company, and its predecessor
entity, Innocoll AG, from 2015 to 2017. Prior to Innocoll, he
served as Chief Financial Officer of Alcon Europe, Middle East
Africa, a division of Novartis AG (Novartis), a pharmaceutical
company, from 2013 to 2015 and prior to that he held numerous
financial management positions with increasing responsibility at
Novartis, as Divisional Chief Financial Officer in North America,
Latin America and other senior global financial roles, from 2003
to 2013. Mr. Carmona received his B.S. in Industrial Civil
Engineering from Universidad Tecnica Federico Santa Maria in
Valparaiso, Chile, and his M.B.A. from Columbia Business School
in New York City.
In connection with his appointment, the Company entered into an
employment letter agreement with Mr. Carmona (the Employment
Agreement). to the terms of the Employment Agreement, Mr. Carmona
will receive an initial annual base salary of $410,000 and is
eligible to earn an annual cash incentive award based on
performance with a target value equal to 40% of his annual base
salary. Mr. Carmona will also be eligible to receive a sign-on
bonus of $40,000 following completion of 30 days of employment
with the Company, which he must repay in the event his employment
is terminated for cause or he voluntarily resigns within 12
months of commencing employment with the Company. Mr. Carmona
will also be eligible to participate in the Companys employee
benefit programs and plans.
As a material inducement to Mr. Carmonas acceptance of employment
with the Company, the Board of Directors of the Company approved
a grant to Mr. Carmona of an option to purchase 125,000 shares of
the Companys common stock, with a per share exercise price equal
to $34.96, the closing price of the Companys common stock on the
NASDAQ Global Market on the grant date of May 15, 2017. The
option has a ten-year term and will vest over four years, with
one-quarter of the underlying shares vesting on the first
anniversary of the grant date and the remaining shares vesting in
substantially equal monthly installments over the following 36
months, subject to Mr. Carmonas continuous service with the
Company through each vesting date. The grant was made to a
stand-alone employment inducement stock option agreement (the
Inducement Option Agreement) outside of the Companys 2011 Equity
Incentive Plan as a material inducement to Mr. Carmonas
acceptance of employment with the Company in accordance with
NASDAQ Listing Rule 5635(c)(4) and is subject to the terms and
conditions of the Inducement Option Agreement.
In addition, the Company entered into an executive severance
agreement with Mr. Carmona, to which if his employment is
terminated under certain circumstances he is eligible for
materially the same form of severance compensation as provided to
the named executive officers of the Company, other than the Chief
Executive Officer of the Company, as described in the Companys
definitive proxy statement filed with the Securities and Exchange
Commission on April 21, 2017. Mr. Carmona has also agreed to be
subject to certain customary restrictions regarding
confidentiality, non-competition and assignment of inventions.
Mr. Carmona succeeds Nick Harvey as Chief Financial Officer,
Principal Financial Officer, Principal Accounting Officer and
Treasurer of the Company effective as of May 15, 2017. The
Company and Mr. Harvey entered into a separation agreement (the
Separation Agreement) providing for the terms of Mr. Harveys
departure, effective as of May 17, 2017. to the Separation
Agreement, in addition to the separation benefits provided for to
Mr. Harveys executive severance agreement with the Company dated
July 1, 2015, Mr. Harvey will be entitled to receive
reimbursement of COBRA premiums for an additional six months. Mr.
Harvey has agreed to provide advisory services to the Company
until November 17, 2017, to a consulting agreement between the
Company and Mr. Harvey (the Consulting Agreement). to the terms
of the Consulting Agreement, Mr. Harvey will receive a consulting
fee of up to $108,127 and will be eligible for a bonus in the
amount of $133,080 following the completion of his consulting
services.
The foregoing descriptions of the Employment Agreement,
Inducement Option Agreement, Separation Agreement and the
Consulting Agreement are only summaries and are qualified in
their entirety by reference to the full text of the agreements,
copies of which have been filed hereto as Exhibits 10.1 through
10.4 and are incorporated herein by reference.
A copy of the press release announcing this event has been filed
as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit Number |
Description |
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10.1 |
Employment Letter Agreement, dated May 9, 2017, between |
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10.2 |
Employment Inducement Stock Option Agreement, dated May |
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10.3 |
Separation Agreement and General Release of Claims, dated |
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10.4 |
Consulting Agreement, dated May 17, 2017, between the |
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99.1 |
Press Release, dated May 15, 2017. |
About RADIUS HEALTH, INC. (NASDAQ:RDUS)
Radius Health, Inc. is a biopharmaceutical company focused on developing therapeutics in the areas of osteoporosis, oncology and endocrine diseases. Its product candidate, the investigational drug abaloparatide for subcutaneous injection, has completed Phase III development for use in the reduction of fracture risk in postmenopausal women with osteoporosis. Its clinical pipeline also includes an investigational abaloparatide transdermal patch for use in osteoporosis and the investigational drug RAD1901 for use in hormone-driven and hormone-resistant breast cancer, and vasomotor symptoms in postmenopausal women. Its preclinical pipeline includes RAD140, a non-steroidal, selective androgen receptor modulator (SARM) under investigation for use in cancer. RADIUS HEALTH, INC. (NASDAQ:RDUS) Recent Trading Information
RADIUS HEALTH, INC. (NASDAQ:RDUS) closed its last trading session down -0.56 at 34.96 with 561,574 shares trading hands.