Item 5.02(c). Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 7, 2021, Intercept Pharmaceuticals, Inc. (the “Company”) announced the
appointment of Andrew Saik as Chief Financial Officer, effective June 21, 2021.
Since March 2020, Mr. Saik, age 51, has been Chief Financial Officer of Vyne
Therapeutics Inc. From 2017 to 2020, he was CFO of PDS Biotechnology Corporation
(formerly Edge Therapeutics, Inc.). From 2015 to 2017, he was CFO of Vertice
Pharma, LLC. From 2014 to 2015, he was CFO of Auxilium Pharmaceuticals, Inc.
From 2013 to 2014, he was Senior Vice President, Finance; and Treasurer at Endo
Health Solutions Inc. From 2001 to 2012, he served in senior financial
management roles at Valeant Pharmaceuticals International. Mr. Saik holds a
Master of Business Administration from the University of Southern California and
a Bachelor of Arts from the University of California, Los Angeles.
In connection with his hiring, Mr. Saik entered into an Employment Agreement
with the Company dated as of May 17, 2021. The Employment Agreement provides
that Mr. Saik will be employed as Executive Vice President and Chief Financial
Officer for the period commencing on June 21, 2021 (or such other commencement
date as may be agreed upon with the Company) and ending on the one-year
anniversary thereof, with automatic one-year renewals. The Employment Agreement
provides that Mr. Saik will be paid an initial annualized base salary of
$475,000, and a signing bonus of $102,500 (repayable if employment ends before
the second anniversary of the commencement date as a result of termination for
cause or resignation other than for good reason), and will be eligible to
receive a bonus at the end of a given fiscal year based on a target equal to 50%
of his base salary (in 2021, based on his annualized base salary and prorated
for time worked). Mr. Saik will be granted as an initial equity award vesting
over four years (i) time-based stock options for 72,540 shares exercisable for
ten years (vesting 25% after one year and in equal monthly installments over the
following three years) and (ii) 52,156 restricted stock units (vesting 25% after
one year and in equal quarterly installments over the following three years).
The Employment Agreement provides that if employment terminates for any reason
(including non-renewal by Mr. Saik of the Employment Agreement, by the Company
for cause, death, disability, or by Mr. Saik without good reason), the Company
will pay accrued and unpaid salary, benefits, and expenses.
In addition, in the event of a termination (i) by the Company’s non-renewal,
(ii) by Mr. Saik for good reason, or (iii) by the Company without cause, Mr.
Saik will receive (a) 12 months of base salary (payable on payroll), and (b) 12
months of continued participation in the Company’s group health and dental
plans, with the Company paying for him and his dependents the portion of the
premiums that it paid during the term of employment (or the portion of the
premiums associated with COBRA continuation coverage). In the event of such a
termination, that number of Mr. Saik’s unvested options and other equity awards
that would have vested within one year of termination will vest, and Mr. Saik
will have until the earlier of the expiration date of the option or one year
from termination to exercise all vested options. However, in the event of such a
termination within 12 months following a change in control of the Company, Mr.
Saik will instead receive (a) a lump sum of cash equal to 12 months of base
salary, and (b) the aforementioned 12 months of benefit continuation, and all of
Mr. Saik’s unvested options and other equity awards will vest, and Mr. Saik will
have until the earlier of the expiration date of the option or one year from
termination to exercise all vested options. In either case, any awards that vest
based on attainment of performance measures will be governed by the terms of the
applicable award agreement governing termination, or governing termination
following a change in control, as applicable.
In the event of a termination by Mr. Saik by non-renewal, by the Company for
cause, or by Mr. Saik without good reason, all unvested equity awards will be
forfeited, and Mr. Saik will have until the earlier of the expiration date of
the option or 90 days from termination to exercise all vested options. In the
event of a termination by reason of disability, all unvested equity awards will
be forfeited, and Mr. Saik will have until the earlier of the expiration date of
the option or one year from termination to exercise all vested options.
Item 7.01. Regulation FD Disclosure.
On June 7, 2021, the Company issued a press release announcing the appointment
of Mr. Saik as Chief Financial Officer.
A copy of the press release is attached as Exhibit 99.1 and incorporated by
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press Release issued June 7, 2021
The information in Item 7.01 and Exhibit 99.1 is being furnished, not filed.
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