Verastem,Inc. (NASDAQ:VSTM) 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 August28, 2018, Verastem,Inc. (the “Company”) appointed Robert E. Gagnon, age 44, as Chief Financial Officer of the Company and entered into an employment agreement (the “Agreement”) between the Company and Mr.Gagnon, governing the terms of Mr.Gagnon’s employment for an indefinite term.
Prior to joining the Company, Mr.Gagnon served as Chief Financial Officer of Harvard Bioscience,Inc. since 2013, prior to which he had served as Chief Financial Officer at Xenetic Biosciences,Inc. and Chief Financial Officer, Executive Vice President and Treasurer at Clean Harbors,Inc. Mr.Gagnon holds an M.B.A. from MIT Sloan School of Management and a B.A. in Accounting from Bentley College.
Under the Agreement, Mr.Gagnon will receive an initial annual base salary of $380,000 and is eligible for an annual bonus target of 40% of his base salary. Mr.Gagnon will additionally receive a one-time sign on bonus of $40,000 that will be earned on the first anniversary of his hire date but is expected to be paid on or about September14, 2018. to the terms of the Agreement, on August28, 2018 (the “Grant Date”), the Company granted Mr.Gagnon an inducement award of an option to purchase 450,000 shares of its common stock at an exercise price equal to $9.43, the closing price of the Company’s common stock as reported by the Nasdaq Global Market on the Grant Date. 350,000 shares of the stock option will vest at the rate of twenty-five percent (25%) on the one-year anniversary of the Grant Date and as to an additional 6.25% of the shares at the end of each successive three-month period following the first anniversary of the Grant Date. The remaining 100,000 shares will vest upon achievement of $150 million in “net sales” of duvelisib within the first 24 months of the first commercial sale of duvelisib. These awards are subject to Mr.Gagnon’s continuing service with the Company at the time of vesting.
The Company also granted Mr.Gagnon 50,000 restricted stock units, all of which will vest on the first anniversary of the Grant Date, subject to Mr.Gagnon’s continuing service with the Company at the time of vesting.
Under the Agreement and subject to the execution and effectiveness of a release of claims at such time, Mr.Gagnon would be entitled to severance payments if the Company terminates his employment without Cause, as defined in the Agreement, or if Mr.Gagnon terminates his employment with the Company for Good Reason, as defined in the Agreement.
The foregoing summary of the Agreement is qualified in its entirety by the copy of such agreement filed as Exhibit10.1 hereto and incorporated herein by this reference. A press release announcing Mr.Gagnon’s employment is filed as Exhibit99.1 hereto.
Following Mr.Gagnon’s appointment, Dan Paterson will no longer serve as the principal financial officer and principal accounting officer of the Company. He will continue to serve as Chief Operating Officer.
Item 9.01 Financial Statements and Exhibits.
See ExhibitIndex attached hereto.