Synergy Pharmaceuticals Inc. (NASDAQ:SGYP) 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 April 17, 2017, Synergy Pharmaceuticals Inc. (the “Company”) appointed Gary Gemignani as Executive Vice President and Chief Financial Officer. Mr. Gemignani does not have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or executive officer. There is no understanding or arrangement between Mr. Gemignani and any other person to which Mr. Gemignani was selected as an executive officer. There are no transactions in which Mr. Gemignani has an interest requiring disclosure under Item 404(a) of Regulation S-K.
On April 17, 2017, the Company entered into an executive agreement (the “Agreement”) with Mr. Gemignani (the “Effective Date”), under which he will serve as Executive Vice President and Chief Financial Officer of the Company. Under the terms of the agreement, Mr. Gemignani will receive an annual salary of $410,000. He is eligible to receive a cash bonus of up to 40% of his base salary. The bonus shall be earned upon the Company’s achievement of performance milestones for a fiscal year to be mutually agreed upon by Mr. Gemignani and the board or its Compensation Committee. Additionally, Mr. Gemignani shall receive incentive stock options to purchase 375,000 shares of our common stock on the first trading day of the month following the Effective Date with an exercise price to be determined on the date of grant. The options vest over three (3) years in 3 annual installments beginning on the one year anniversary of the date of grant. Mr. Gemignani is entitled to participate in any and all benefit plans, from time to time, in effect for senior management, along with vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time.
Mr. Gemignani is an “at-will” employee and his employment may be terminated by the Company at any time, with or without cause. In the event Mr. Gemignani’s termination of employment is the result of termination by the Company without Cause (as defined in the Agreement), Mr. Gemignani shall be entitled to receive twelve months salary continuation and a pro-rated portion of his bonus.
The Agreement also contains covenants (a) restricting the executive from engaging in any activity competitive with our business during the term of the employment agreement and in the event of termination for cause or without good reason, for a period of one year thereafter, (b) prohibiting the executive from disclosing confidential information regarding us, and (c) soliciting our employees, customers and prospective customers during the term of the employment agreement and for a period of one year thereafter.
Mr. Gemignani’s career in healthcare spans over three decades, including senior management positions at several pharmaceutical and biopharmaceutical companies. Most recently, he served as Chief Executive Officer and Chief Financial Officer of Biodel, Inc., (now Albireo), overseeing business and strategic planning, operations, and financing activities of the Company. During his tenure, Mr. Gemignani successfully led the reverse merger with Albireo and managed several corporate restructurings to strengthen the Albireo’s overall financial position. Prior to this role, Mr. Gemignani served in senior and executive financial and