STRONGBRIDGE BIOPHARMA plc (NASDAQ:SBBP) 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 Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Directors.
On July 2, 2020, the board of directors (the “Board”) of Strongbridge Biopharma plc (the “Company”) appointed John H. Johnson to the position of Chief Executive Officer, effective immediately (the “Effective Date”).
Mr. Johnson, age 62, has served as a director of the Company since March 2015. He served as Chairman of the Board from March 2015 until November 2019 and Executive Chairman from November 2019 until July 2, 2020. Mr. Johnson recently served as Chief Executive Officer and a board member of Melinta Pharmaceuticals, Inc. through September 2019, having served as interim Chief Executive Officer since October 2018. Mr. Johnson is also a member of the board of directors of Verastem, Inc. (also known as Verastem Oncology). From January 2012 until August 2014, Mr. Johnson served as the President and Chief Executive Officer of Dendreon Corporation and as its Chairman from January 2012 until June 2014. From January 2011 until January 2012, he served as the Chief Executive Officer and a member of the board of Savient Pharmaceuticals, Inc. From November 2008 until January 2011, Mr. Johnson served as Senior Vice President and President of Eli Lilly and Company’s Oncology unit. He was also Chief Executive Officer of ImClone Systems Incorporated, which develops targeted biologic cancer treatments, from August 2007 until November 2008, and served on ImClone’s board of directors until it was acquired by Eli Lilly in November 2008. From 2005 to 2007, Mr. Johnson served as Company Group Chairman of Johnson & Johnson’s Worldwide Biopharmaceuticals unit, President of its Ortho Biotech Products LP and Ortho Biotech Canada units from 2003 to 2005, and Worldwide Vice President of its CNS, Pharmaceuticals Group Strategic unit from 2001 to 2003. Prior to joining Johnson & Johnson, he also held several executive positions at Parkstone Medical Information Systems, Inc., OrthoMcNeil Pharmaceutical Corporation and Pfizer, Inc. Mr. Johnson is the former Chairman of Tranzyme Pharma, Inc., former lead independent director of Sucampo Pharmaceuticals, Inc and a former director of Histogenics Corporation, AVEO Pharmaceuticals, Inc. and Portola Pharmaceuticals, Inc. He previously served as a member of the board of directors for the Pharmaceutical Research and Manufacturers of America and the Health Section Governing Board of Biotechnology Industry Organization. Mr. Johnson holds a B.S. from the East Stroudsburg University of Pennsylvania.
In connection with Mr. Johnson’s transition to Chief Executive Officer, the Company has entered into a new employment agreement with Mr. Johnson (the “Johnson Employment Agreement”), effective as of the Effective Date. The employment agreement is effective until terminated by either the Company or Mr. Johnson, in either case in accordance with the terms of the agreement. to the terms of the Johnson Employment Agreement, Mr. Johnson will be entitled to (i) an annual base salary in the amount of $630,000, and (ii) an annual target bonus of 60% of his annual base salary; and (iii) such other benefits that are generally available to executive officers of the Company.
The Johnson Employment Agreement provides that, upon a termination of employment by the Company without “cause” (as defined in the Johnson Employment Agreement), or by Mr. Johnson for “good reason,” or his employment is terminated as a result of his death, subject to the execution of a release of claims against the Company, he (or his estate) will be entitled to, in addition to any accrued but unpaid amounts then owed to Mr. Johnson, (i) an amount equal to the sum of 12 months of his annual base salary and the target annual bonus (as then in effect), paid in installments over the 12-month period that begins on the 60th day following his termination, (ii) a pro rata portion of the annual bonus that he would have been entitled to receive for the calendar year that includes the termination date, based on the actual achievement of the applicable performance goals, and (iii) medical and dental benefits provided by us to Mr. Johnson and his spouse and dependents that are at least equal to the level of benefits provided to other similarly situated active employees until the earlier of (a) 18 months following the termination date and (b) the date Mr. Johnson becomes covered under a subsequent employer’s medical and dental plans.
In the event there is a “change of control” of the Company (as defined in the Johnson Employment Agreement) and, during the 24-month period following the change of control, Mr. Johnson’s employment is terminated by us without cause, or by Mr. Johnson for good reason, or his employment is terminated as a result of his death, subject to the execution of a release of claims against the Company, he (or his estate) will be entitled to, in addition to any accrued but unpaid amounts then owed to Mr. Johnson, (i) an amount equal to the sum of 24 months of his annual base salary and the target annual bonus (as then in effect), paid in installments over the 24-month period that begins on the 60th day following his termination, (ii) a pro rata portion of the annual bonus that he would have been entitled to receive for the calendar year that includes the termination date, based on the actual achievement of the applicable performance goals, and (iii) medical and dental benefits provided by us to Mr. Johnson and his spouse and dependents that are at least equal to the level of benefits provided to other similarly situated active employees until the earlier of (a) 24 months following the termination date and (b) the date Mr. Johnson becomes covered under a subsequent employer’s medical and dental plans. In addition, all unvested equity or equity-based awards held by Mr. Johnson will accelerate and vest.
The Johnson Employment Agreement also contains a non-competition provision, which applies during the term of his employment and for one year following termination, and a restrictive covenant with respect to non-disclosure of confidential information, which remains in effect during the term of his employment and at all times thereafter.