Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Chief Executive Officer Transition
Appointment of Abigail Jenkins, M.S. as President and Chief Executive Officer of
Gamida Cell Ltd. (the “Company”) and its subsidiaries and as a member of the
Board of Directors (the “Board”)
On September 17, 2022, the Board approved the appointment of Abigail Jenkins,
M.S. as President and Chief Executive Officer of the Company and its
subsidiaries, effective upon Ms. Jenkins’ commencement of full-time employment
with the Company on September 19, 2022 (the “CEO Start Date”). The Board also
appointed Ms. Jenkins as a Class 1 director of the Board, effective as of
September 19, 2022, to hold office until the Company’s 2025 annual general
meeting of shareholders and until her successor shall have been elected and
qualified, or until her earlier death, resignation or removal.
Ms. Jenkins served as Chief Commercial and Business Officer of Lyndra
Therapeutics, Inc. from March 2021 through August 2022. From May 2018 to March
2021, Ms. Jenkins served as Senior Vice President and head of the Vaccines
Business Unit of Emergent BioSolutions Inc. From June 2016 to May 2018, Ms.
Jenkins served as Chief Commercial Officer and U.S. business head of Aquinox
Pharmaceuticals, Inc. (now Neoleukin Therapeutics, Inc.). Ms. Jenkins holds a
B.A. from Indiana University Bloomington and a M.S. from The Johns Hopkins
University, and completed the Executive Scholar Program in General Management,
Business & Leadership from Northwestern University’s Kellogg School of
Management.
In connection with her appointment as President and Chief Executive Officer,
Gamida Cell Inc. and Ms. Jenkins have entered into an employment agreement,
dated September 18, 2022 (the “Employment Agreement”), pursuant to which Ms.
Jenkins will receive an initial annual base salary of $550,000, less applicable
withholdings, and will have an initial annual target bonus of 50% of her annual
base salary in effect. Ms. Jenkins will also receive an option to purchase
1,000,000 ordinary shares of the Company that will vest (a) with respect to 25%
of the subject shares, on the first anniversary of the CEO Start Date and (b)
with respect to the remaining 75% percent of the subject shares, in equal
quarterly installments over the course of the following three years, all subject
to Ms. Jenkins’ continuing employment on the respective vesting dates. Ms.
Jenkins will also receive 250,000 restricted stock units that will vest as
follows: (a) 33% of the restricted stock units will vest on the first
anniversary of the CEO Start Date; (b) 33% of the restricted stock units will
vest on the second anniversary of the CEO Start Date; and (c) the remaining 34%
of the restricted stock units will vest on the third anniversary of the CEO
Start Date, all subject to Ms. Jenkins’ continuing employment on the vesting
dates. The Company will also pay Ms. Jenkins a lump sum payment of $50,000, less
applicable withholdings, for the cost of relocation expenses (to be repaid
pro-rata to the Company if Ms. Jenkins resigns from the Company or is terminated
for cause (as defined in the Employment Agreement) prior to the 24-month
anniversary of the CEO Start Date).
Ms. Jenkins’ employment may be terminated (a) by us at any time for cause (as
defined in the Employment Agreement), or (b) by us or Ms. Jenkins for any
reason. In the event of Ms. Jenkins’ resignation for any reason or a termination
by the Company without cause (as defined in the Employment Agreement), the
terminating party will give the other party three months’ notice of such
termination; provided, however, that, in the event of such termination or
resignation during the twelve-month period following a change in control (as
defined in the Employment Agreement), the terminating party will give the other
party six months’ notice of such termination. In the event of a termination of
Ms. Jenkins’ employment by the Company without cause (as defined in the
Employment Agreement) or her resignation for any reason, she will receive her
base salary in effect through the date of termination, less applicable
withholdings, reimbursement for approved but unpaid business expenses through
the date of termination, fully earned and declared (by the Board) annual target
bonus as of the date of termination which was not paid yet, any other amount
and/or entitlement owed to Ms. Jenkins pursuant to applicable law upon such
termination, and, as applicable, the separation benefits described below.
If, not in connection with a change of control (as defined in the Employment
Agreement), the Company terminates Ms. Jenkins’ employment not for cause (as
defined in the Employment Agreement) or Ms. Jenkins resigns for “good reason”
(as defined in the Employment Agreement), then, subject to Ms. Jenkins’
execution of a general release of claims against the Company and compliance with
certain non-competition and non-solicitation covenants, Ms. Jenkins is entitled
to receive a lump sum payment within 30 days of the date of termination that is
equal to 95% of Ms. Jenkins’ annual base salary in effect, less applicable
withholdings. If, in connection with a change of control (as defined in the
Employment Agreement), the Company terminates Ms. Jenkins’ employment not for
cause (as defined in the Employment Agreement) or Ms. Jenkins resigns for “good
reason” (as defined in the Employment Agreement), then, subject to Ms. Jenkins’
execution of a general release of claims against the Company and compliance with
certain non-competition and non-solicitation covenants, Ms. Jenkins is entitled
to receive: (a) a lump sum payment within 30 days of the date of termination in
an amount equal to 100% of Ms. Jenkins’ annual base salary in effect, less
applicable withholdings, plus a special bonus equal to 80% of Ms. Jenkins’
annual base salary in effect, less applicable withholdings and less any
severance pay-related amounts (if any) then paid, payable or accrued; and (b)
any options and other equity awards of the Company that have been granted to Ms.
Jenkins prior to the change of control (as defined in the Employment Agreement)
and are outstanding as of the date of termination shall fully vest and become
exercisable on such date in accordance with the terms of the applicable plans.
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Ms. Jenkins does not have any family relationship with any director, executive
officer or person nominated or chosen by the Board to become an executive
officer or director. There are no arrangements or understandings between Ms.
Jenkins and any other persons pursuant to which Ms. Jenkins was appointed as an
officer or director, and there are no transactions in which Ms. Jenkins has an
interest requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the Employment Agreement is attached hereto as Exhibit 10.1 to this
Form 8-K and is incorporated herein by reference. The above summary of the
agreement described above does not purport to be complete and is subject to and
qualified in its entirety by reference to the attached agreement.
Resignation of Julian Adams as Chief Executive Officer of the Company and its
Subsidiaries
On September 19, 2022, in connection with Ms. Jenkins’ appointment and as part
of a planned succession process, Julian Adams submitted notice of his
resignation as Chief Executive Officer of the Company and its subsidiaries,
effective on the CEO Start Date. Dr. Adams will remain as a member of the Board.
Dr. Adams’ resignation was not the result of any disagreement with the Company.
Item 7.01 Regulation FD Disclosure.
On September 19, 2022, the Company issued a press release announcing the
management transition described above. The full text of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished under this Item 7.01 shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
subject to the liabilities of that section. The information shall not be deemed
incorporated by reference into any other filing with the Securities and Exchange
Commission made by the Company, regardless of any general incorporation language
in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Employment Agreement, dated September 18, 2022, by and between Gamida
Cell Inc. and Abigail Jenkins
99.1 Press release, dated September 19, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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