Windtree Therapeutics (NASDAQ:WINT) 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
On March 9, 2020, Eric Curtis was appointed Senior Vice President and Chief Operating Officer (“COO”) of Windtree Therapeutics, Inc. (the “Company”).
Mr. Curtis, age 52, has served as the Chief Executive Officer and President of Centurion Biopharma Corp. (“Centurion”), an oncology research and development company, and President and Chief Operating Officer of CytRX Corporation, a biopharmaceutical company and Centurion’s parent company, since February 2018. Prior to joining Centurion, from May 2016 to January 2018, Mr. Curtis served as Principal of Curtis Biopharm Consulting, where he provided strategic consultancy services to a variety of healthcare-focused companies, including the Company. From November 2014 to May 2016, Mr. Curtis held the position of President, US Commercial at Aegerion Pharmaceuticals (now Novelion Therapeutics). Mr. Curtis earned a Master of Business Administration from Pennsylvania State University as well as a Bachelor of Science degree from the University of Pittsburgh.
In connection with his appointment, Mr. Curtis entered into an employment agreement with the Company (the “Employment Agreement”). Under the Employment Agreement, Mr. Curtis’ annual base salary is $370,000 and his annual bonus target is 40% of his annual base salary. The Employment Agreement provides for Mr. Curtis to receive severance (upon termination without Cause (as defined in the Employment Agreement) or by Mr. Curtis with Good Reason (as defined in the Employment Agreement)) of (a) any unpaid compensation accrued through the last day of Mr. Curtis’ employment, a lump sum payment of accrued but unused vacation days, and any other amounts owed to Mr. Curtis but not yet paid, less any amounts owed by Mr. Curtis to the Company (the \”Accrued Compensation\”), (b) 12 months of base salary and COBRA benefits, (c) any earned but unpaid annual bonus for the fiscal year preceding Mr. Curtis\’ date of termination and a pro rata bonus equal to the annual bonus Mr. Curtis would have earned absent his separation (as defined in the Employment Agreement) which amount shall be paid when the Company\’s other executives are paid and, (d) during such 12-month period, all vested stock options and similar equity awards held by Mr. Curtis shall continue to be exercisable (the “Severance Benefits”). If Mr. Curtis is terminated by the Company without Cause or Mr. Curtis terminates his employment with Good Reason within 24 months of a Change of Control (as defined in the Employment Agreement), the Employment Agreement further provides Mr. Curtis with severance (the “Change of Control Severance Benefits”) consisting of the Accrued Compensation, any earned but unpaid annual bonus for the fiscal year preceding the date of Mr. Curtis\’ termination, a lump sum equal to one and one-half times Mr. Curtis’ base salary and annual bonus amount paid in a lump sum within 10 days after the date of termination, eighteen months of COBRA benefits, full vesting and acceleration of Mr. Curtis’ equity awards upon the date of Mr. Curtis’ termination and the continued exercisability of Mr. Curtis’ equity awards for the remainder of their stated terms. Mr. Curtis’ receipt of the Severance Benefits or the Change of Control Severance Benefits, as applicable, is conditioned on his execution of a separation agreement in a form acceptable to the Company within 50 days after the date of the termination of Mr. Curtis’ employment with the Company.
Additionally, provided that Mr. Curtis is actively employed by the Company after a Change of Control all shares of stock and all options to acquire Company stock held by Mr. Curtis shall accelerate and become fully vested and, with respect to restricted stock, all restrictions shall be lifted upon the date of the Change of Control.
Mr. Curtis is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Curtis and any other persons to which he was appointed as the Company’s COO.
About Windtree Therapeutics (NASDAQ:WINT)
Windtree Therapeutics, Inc., formerly Discovery Laboratories, Inc., is a biotechnology company. The Company is focused on developing KL4 surfactant therapies for respiratory diseases and other potential applications. The Company operates through the research and development of products focused on surfactant therapies for respiratory disorders and diseases, and the manufacture and commercial sales of approved products segment. The Company’s technology platform includes a synthetic, peptide-containing surfactant (KL4 surfactant) that is structurally similar to endogenous pulmonary surfactant, and drug delivery technologies being developed to enable non-invasive administration of aerosolized KL4 surfactant. The Company’s core development program, AEROSURF (lucinactant for inhalation), is focused on improving the management of respiratory distress syndrome (RDS) in premature infants, a respiratory condition that can result in long-term respiratory problems, developmental delay and death.
