Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointments of Certain Officers; Compensatory Arrangements of Certain
On June 21, 2022, the board of directors of Viridian Therapeutics, Inc. (the
“Company”) appointed Carrie Melvin as Chief Operating Officer of the Company,
Ms. Melvin, age 54, has over 20 years of experience at pharmaceutical and
biotechnology companies. She has held roles of increasing responsibility in
development and commercial stage companies, including leadership
responsibilities for worldwide clinical development operations in oncology and
rare diseases. She also has extensive experience leading data management,
clinical program management, site management, medical writing, vendor
management, and supply chain activities. Prior to joining the Company, from
August 2020 to June 2022, Ms. Melvin served as Senior Vice President of Clinical
Development Operations at X4 Pharmaceuticals, Inc. (Nasdaq: XFOR), a
biopharmaceutical company, during which time she led its clinical development
operations function. Prior to joining X4 Pharmaceuticals, from March 2019 to
July 2020, she served as Vice President of Global Clinical Sciences and
Delivery, Oncology at GSK plc (NYSE: GSK), a multinational pharmaceutical
company, a role she took on after GSK acquired TESARO, Inc., an oncology-focused
company. Prior to the acquisition, from June 2017 to March 2019, she served as
Vice President of Clinical Operations at TESARO. During her time at GSK and
TESARO, she oversaw clinical development operations for their oncology
portfolios, including developing operational strategy and vendor partnerships.
Prior to TESARO, from October 2014 to June 2017, Ms. Melvin served as Vice
President and Head of Global Clinical Operations at Kura Oncology, Inc. (Nasdaq:
KURA), a biotechnology company, where she established and led the clinical
operations group. Ms. Melvin received her M.B.A. from the Boston University
Questrom School of Business and her B.S.N. degree with highest distinction from
the University of Rhode Island.
In connection with her appointment as Chief Operating Officer, Ms. Melvin
entered into an employment agreement with the Company (the “Employment
Agreement”). Pursuant to the terms of the Employment Agreement, Ms. Melvin is
entitled to an annual base salary of $425,000 (“Base Salary”) and is eligible to
receive a sign-on bonus of $60,000. Ms. Melvin will be eligible to earn year-end
performance bonuses with a target bonus opportunity of 40% of her Base Salary
(“Target Bonus”). In connection with her commencement of employment, she
received an initial equity grant of a time-based option to purchase up to
210,000 shares of the Company’s common stock (the “Options”). The Options are
issued outside of the Company’s stockholder-approved Amended and Restated 2016
Equity Incentive Plan, in accordance with Nasdaq Listing Rule 5635(c)(4).
If Ms. Melvin’s employment is terminated by the Company without “cause” or she
resigns for “good reason” (each, as defined in the agreement) or due to death or
by disability (collectively, “Involuntary Termination”), Ms. Melvin will,
subject to the execution of a release in favor of the Company, be entitled to
receive: (i) an amount equal to twelve months of Base Salary, (ii) credit for an
additional twelve months of vesting of the Options, and (iii) up to twelve
months of health insurance reimbursement under COBRA. In the event of
Ms. Melvin’s Involuntary Termination within one month before or twelve months
after a change in control of the Company, Ms. Melvin will instead be entitled to
receive the foregoing benefits, provided that the Options will be deemed fully
vested as of the date of the Involuntary Termination.
In connection with the Employment Agreement, Ms. Melvin also entered into the
Company’s form of Confidential Information, Inventions, Non-Solicitation, and
Non-Compete Agreement and form of Indemnification Agreement.
Capitalized terms used in herein, but not defined, shall have the meanings given
to them in the Employment Agreement. The foregoing summary of the Employment
Agreement does not purport to be a complete description of the Employment
Agreement and is qualified in its entirety by reference to the full text of the
Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 23, 2022, the Company issued a press release announcing the appointment
of Ms. Melvin as Chief Operating Officer. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
10.1 Carrie Melvin Employment Agreement, dated May 25, 2022 99.1 Press release, dated June 23, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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