(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2014, Idera Pharmaceuticals, Inc. (the "Company") issued a press
release announcing the appointment of Louis Brenner, M.D. as Senior Vice
President and Chief Medical Officer and the election of Mark Goldberg, M.D. to
the Board of Directors of the Company (the "Board").
Appointment of Chief Medical Officer
Dr. Brenner, age 43, commenced employment with the Company on January 6, 2014.
Prior to joining the Company, Dr. Brenner served as Senior Vice President and
Chief Medical Officer of Radius Health, Inc., a biopharmaceutical company, from
November 2011 to January 2014. From September 2006 to December 2010, Dr. Brenner
was Senior Vice President at AMAG Pharmaceuticals, a biotechnology company. From
June 2002 to September 2006, Dr. Brenner served in progressively senior roles at
Genzyme Corporation, a biotechnology company. Dr. Brenner holds a B.S. in
Biology from Yale University, an M.D. from Duke University and an M.B.A. from
Harvard Business School.
In connection with his joining the Company, Dr. Brenner and the Company entered
into an employment letter dated January 3, 2014. Under the terms of the
employment letter, Dr. Brenner is entitled to receive:
• an annual base salary of $350,000 per year;
• an annual bonus of up to 35% of Dr. Brenner's annual base salary based on
the achievement of both individual and Company performance objectives as
developed and determined by the Company and subject to the approval of the
Board. The Company has agreed that for the year ending December 31, 2014,
Dr. Brenner's annual bonus will be at least $122,500 if he remains
employed with the Company through December 31, 2014;
• a signing bonus of $30,000 payable on March 1, 2014 subject to his
continued employment with the Company; and
• a stock option to purchase 600,000 shares of the Company's Common Stock
under the Company's 2013 Stock Incentive Plan, which option was granted to
him on January 6, 2014 with an exercise price per share equal to $5.04
(the "Option"). The Option vests over four years with the first
installment vesting on the first anniversary of the date of grant and the
balance of the shares vesting quarterly over the remaining three years.
Under the employment letter, if the Company terminates Dr. Brenner's employment
without cause, Dr. Brenner will be entitled to twelve months severance and
benefits continuation and to receive any bonus that Dr. Brenner earned and that
the Board approved prior to the termination to the extent not then paid. In
addition, if Dr. Brenner terminates his employment with the Company for good
reason upon or within twelve months after a change in control of the Company,
(i) he will be entitled to twelve months severance and benefits continuation and
to receive any bonus that Dr. Brenner earned and that the Board approved prior
to the termination to the extent not then paid and (ii) the Option will vest in
full and become immediately exercisable. The Company's obligation to make
severance payments and provide benefits to Dr. Brenner in accordance with his
employment letter are subject to Dr. Brenner's entering into a separation and
release agreement with the Company.
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Election of a Director
Effective as of January 7, 2014, the Board elected Mark Goldberg, M.D. to the
Board as a Class III director. Dr. Goldberg's term as a Class III director will
expire at the Company's 2016 Annual Meeting of Stockholders.
In accordance with the Company's director compensation program, Dr. Goldberg
will receive an annual cash retainer of $35,000 for service on the Board, which
is payable quarterly in arrears. The Company's director compensation program
includes a stock-for-fees policy, under which Dr. Goldberg has the right to
elect, on a quarterly basis, to receive Common Stock of the Company in lieu of
the cash fees. Dr. Goldberg has not elected to receive the Company's Common
Stock for fees at this time.
In addition, Dr. Goldberg was granted an option to purchase 30,000 shares of the
Company's Common Stock, which is granted to directors upon their initial
election to the Board under the Company's director compensation program. All
options granted to non-employee directors, including the grant to Dr. Goldberg,
vest in equal quarterly installments over three years. This option, which was
granted on January 7, 2014 with an exercise price per share equal to $5.30,
automatically becomes exercisable in full upon the occurrence of a change in
control of the Company.
Dr. Goldberg will be subject to the Company's director retirement policy, which
provides for acceleration of vesting of options and an extension of the exercise
period upon the retirement of a non-employee director, as more fully described
in the Company's Proxy Statement filed on June 10, 2013 with the Securities and
Dr. Goldberg has not been elected to any committees of the Board. There was no
arrangement or understanding between Dr. Goldberg and any other persons pursuant
to which Dr. Goldberg was elected as a director and there are no related party
transactions between Dr. Goldberg and the Company.
The Company's press release dated January 9, 2014 announcing the appointment of
Dr. Brenner as Senior Vice President and Chief Medical Officer and the election
of Dr. Goldberg to the Board is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.