Additional biographical information about Mr. Semerjian is set forth below:
Harout Semerjian, age 50, served as President and Chief Executive Officer of Immunomedics, Inc., a pharmaceutical company, from April 2020 to May 2020. He has most recently been working as an independent advisor serving private equity firms focused on healthcare. From March 2018 to April 2020, he served as Executive Vice President, Chief Commercial Officer at Ipsen Pharma, where he was accountable for the worldwide commercialization and portfolio strategy across oncology, neurosciences and rare diseases. From February 2017 to February 2018, he served as Ipsen’s President, Head of Specialty Care International Region & Global Franchises. Mr. Semerjian previously spent 16 years at Novartis Oncology, where he held various worldwide strategic and operational positions, culminating in his last role as Senior Vice President, Global Head for Ribociclib, accountable for worldwide launch preparations. During his tenure at Novartis, Mr. Semerjian worked on numerous launches and commercial activities for various therapies, including Gleevec, Tasigna, Exjade/Jadenu, Promacta, Zometa, and Femara. Mr. Semerjian holds an M.B.A. from Cornell University, an M.B.A. from Queen’s University, Canada, and a B.S. in Biology from the Lebanese American University in Lebanon.
The Company has entered into an employment agreement with Mr. Semerjian (the “Employment Agreement”), effective as of August 3, 2021 (the “Effective Date”), pursuant to which Mr. Semerjian will become President and Chief Executive Officer as of August 6, 2021. He will receive an annual base salary of $595,000 per year, subject to review and adjustment from time to time by the Board in its sole discretion. The Company will also pay Mr. Semerjian a sign-on bonus of $200,000 in two installments, less applicable tax withholdings. The first installment will be paid within 30 days of the Effective Date, and the second installment will be paid on the first anniversary of the Effective Date, subject to Mr. Semerjian remaining employed by the Company as of that date. In the event that Mr. Semerjian resigns without “good reason” or is terminated for “cause” (as such terms are defined in the Employment Agreement), he would be obligated to repay to the Company a prorated portion of the applicable installment of the sign-on bonus.
Mr. Semerjian will be eligible to receive a target annual bonus per calendar year in an amount equal to 55% of his annual base salary, subject to the discretion of the Board. For 2021, his bonus will be prorated based on the number of days during the calendar year in which he is employed by the Company. Mr. Semerjian is also eligible to participate in the Company’s employee and executive benefit plans and programs as may be maintained by the Company from time to time.
The Employment Agreement provides for an employment term of four (4) years from the Effective Date. Unless the Company gives notice of its intent not to renew, or Mr. Semerjian gives written notice to the Company of his determination not to renew, in any case at least one year prior to the fourth anniversary of the Effective Date, the Employment Agreement shall be renewed for one year from that anniversary. Thereafter, unless the Company or Mr. Semerjian gives written notice of determination not to renew at least one year prior to the next succeeding anniversary of the Effective Date, the Employment Agreement shall be renewed for one year from that anniversary.
In addition, and pursuant to the terms of the Employment Agreement, on August 3, 2021 (the “Grant Date”), the Board approved the grant of options (the “Option Grants”) to Mr. Semerjian to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) as follows: (a) an option to purchase 1,098,400 shares, subject to vesting as to 25% of the underlying shares on August 3, 2022 and as to the remaining underlying shares in equal monthly installments over 36 months thereafter, subject to Mr. Semerjian’s continued service through each such vesting date, and (b) an option to purchase 549,200 shares, one-half of which will vest upon FDA approval of the Company’s product candidate uproleselan as a treatment for relapsed/refractory acute myeloid leukemia and the remainder will vest upon the first commercial sale of uproleselan in the United States or abroad, subject in each case to Mr. Semerjian’s continued service through the applicable vesting date. The Option Grants have an exercise price of $2.03 per share, the closing price of the Common Stock on the Grant Date, and are subject to the terms and conditions of the award agreements pursuant to which they are granted. Mr. Semerjian will remain eligible for additional future stock option and other equity awards as may be determined by the Board, or a committee thereof, in accordance with the 2013 Plan.
