Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On May 5, 2022, Ventyx Biosciences, Inc. (the “Company”) appointed William J.
Sandborn, M.D., to serve as the Company’s President and Chief Medical Officer,
effective May 9, 2022 (the “Effective Date”). On May 5, 2022, Jörn Drappa, M.D.,
Ph.D., who has served as the Company’s Chief Medical Officer since September
2021, ceased to be Chief Medical Officer.
Dr. Sandborn, 59, previously served as Chairman of the Clinical Advisory Board
of the Company. Dr. Sandborn is a co-founder and has served as the Chief Medical
Officer at Shoreline Biosciences, Inc., a biotechnology company, since July
2020. Previously, he was a co-founder of Santarus, Inc. Prior to his time at
Shoreline Biosciences, Dr. Sandborn served as a professor of medicine and chief
of the division of Gastroenterology at University of California, San Diego –
School of Medicine from January 2011 to April 2021. Dr. Sandborn currently
continues to teach as a professor of medicine in the division of
Gastroenterology at University of California, San Diego – School of Medicine.
Prior to UCSD, Dr. Sandborn served as a Professor of Medicine and Vice Chair,
Division of Gastroenterology and Hepatology, from March 1993 to December 2010.
Dr. Sandborn completed medical school and an internal medicine residency at Loma
Linda University in Loma Linda, California. Dr. Sandborn also completed a
gastroenterology fellowship at the Mayo Clinic in Rochester, Minnesota. He has a
BA degree in Chemistry from Southern College, in Collegedale, Tennessee.
In connection with his appointment as President and Chief Medical Officer of the
Company, Dr. Sandborn signed an employment letter with the Company on May 5,
2022 (the “Employment Letter”), which provides that Dr. Sandborn will receive an
annual base salary of $500,000. Dr. Sandborn will also receive a one-time lump
sum signing bonus of $175,000 payable in cash, less any applicable withholdings,
within 10 days of the Effective Date (the “Signing Bonus”). If Dr. Sandborn
voluntarily terminates his employment with the Company or the Company terminates
his employment for cause, in either case within the first year following the
Effective Date, Dr. Sandborn will be obligated to repay to the Company 100% of
the Signing Bonus. If Dr. Sandborn voluntarily terminates his employment with
the Company or the Company terminates his employment for cause, in either case
after the first year following the Effective Date, but before the end of the
second year following the Effective Date, Dr. Sandborn will be obligated to
repay to the Company 50% of the Signing Bonus.
Following the end of each fiscal year, Dr. Sandborn will also be eligible for a
cash bonus equal 45% of his base salary then in effect (the “Cash Bonus”). Such
Cash Bonus will be discretionary, subject to Board and/or committee approval and
will be based on Dr. Sandborn’s individual performance.
In addition, in connection with his employment, the Company has agreed to grant
Dr. Sandborn an option to purchase 700,000 shares of its common stock pursuant
to its 2021 Equity Incentive Plan at an exercise price per share equal to the
fair market value of the stock on the date of the grant, which will be the
closing price of the Company’s common stock as reported on The Nasdaq Global
Select Market on the Effective Date. The shares subject to the option award will
vest as follows, subject to Dr. Sandborn’s continued service through the
applicable vesting date: 25% of the shares subject to the option will vest on
the one year anniversary of the Effective Date, and 1/48th of the shares subject
to the option will vest ratably each month thereafter.
The Employment Letter also provides that Dr. Sandborn will be a participant
under the Company’s Executive Change in Control and Severance Plan (the
“Severance Plan”), at the same level as the Company’s other senior executives,
effective as of the Effective Date. For a description of the Severance Plan, see
“Executive Compensation – Potential Payments upon Termination or Change of
Control” in the definitive proxy statement for Company’s 2022 Annual Meeting of
Stockholders, filed with the SEC on April 27, 2022, which disclosure is
incorporated herein by reference.
Additionally, Dr. Sandborn will execute the Company’s standard form of
indemnification agreement, a copy of which was filed as Exhibit 10.1 of the 2021
Annual Report on Form 10-K filed with the Securities and Exchange Commission
(“SEC”) on March 24, 2022.
There are no arrangements or understandings between Dr. Sandborn and any other
persons pursuant to which Dr. Sandborn was selected as President and Chief
Medical Officer of the Company, and there is no family relationship between
Dr. Sandborn and any of the Company’s directors or other executive officers.
There are no transactions in which Dr. Sandborn has a direct or indirect
material interest requiring disclosure under Item 404(a) of Regulation S-K.
The foregoing descriptions of the Employment Letter and the Severance Plan do
not purport to be complete and are qualified in their entirety by reference to
the forms of Employment Letter and Severance Plan filed herewith as Exhibits
10.1 and 10.2, respectively, which are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On May 9, 2022, the Company issued a press release announcing Dr. Sandborn’s
appointment as President and Chief Medical Officer. The press release is
attached hereto as Exhibit 99.1 and incorporated herein solely for purposes of
this Item 7.01 disclosure.
The information referenced under Item 7.01 (including Exhibit 99.1 referenced in
Item 9.01 below) of this Current Report shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that Section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or under the Exchange Act, whether made before or after
the date hereof, except as expressly set forth by specific reference in such
filing to this Current Report. This Current Report shall not be deemed an
admission as to the materiality of any information in the Current Report that is
required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1 Employment Letter between the Company and Dr. Sandborn, dated May 5, 2022. 10.2 Executive Change in Control and Severance Plan 99.1 Ventyx Biosciences, Inc. Press Release dated May 9, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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