Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective as of October 5, 2021, ChemoCentryx, Inc. (the “Company”) appointed Rita I. Jain, M.D. as Executive Vice President, Chief Medical Officer of the Company. Dr. Jain will report to the Company’s President and Chief Executive Officer.
Dr. Jain, 59, has served as a member of our board of directors (“Board”) since March 2019. From January 2021 to June 2021, Dr. Jain served as Chief Medical Officer of Immunovant, Inc. From May 2017 until June 2019, Dr. Jain served as Senior Vice President and Chief Medical Officer of Akebia Therapeutics, Inc., a biotechnology company. Prior to joining Akebia, Dr. Jain was Vice President of Men’s and Women’s Health and Metabolic Development at AbbVie, Inc. From 2003 to 2016, Dr. Jain served in various leadership roles including Divisional Vice President at Abbott Laboratories. Dr. Jain led the design and execution of multiple late-stage programs, including for Orilissa® and Oriahnn®. She has also led programs across a diverse set of therapeutic areas including inflammation, pain, immunology and nephrology, among others. Before Abbott, she held management positions in the Arthritis, Inflammation and Pain Group at G.D. Searle (acquired by Pharmacia and subsequently Pfizer). Prior to joining G.D. Searle, Dr. Jain was a faculty member at North Shore University Hospital in New York, with an academic appointment as Assistant Professor of Medicine, New York University School of Medicine. Dr. Jain received her B.S. in biology from LIU/C.W. Post and her M.D. from the State University of New York at Stony Brook School of Medicine. Dr. Jain completed her medical training in internal medicine at Staten Island University Hospital followed by a Fellowship in Rheumatology at North Shore University Hospital and a Clinical Research Fellowship at the University of Texas Southwestern Medical Center, Dallas.
In connection with her appointment as Executive Vice President, Chief Medical Officer, the Company entered into an offer letter with Dr. Jain (the “Jain Offer Letter”) setting forth the terms of her employment and compensation. Pursuant to the Jain Offer Letter, Dr. Jain’s annual base salary will be $525,000, and she will be eligible to participate in the Company’s Corporate Bonus plan with a target amount of up to 50% of her gross annual salary in effect during the bonus year, based upon factors, including, but not limited to, individual and Company performance and compliance with Company policies and procedures (with the bonus for 2021 being pro-rated for the time that Dr. Jain was employed as Executive Vice President, Chief Medical Officer by the Company). In addition, pursuant to the Jain Offer Letter, Dr. Jain will receive an option to purchase 45,000 shares of the Company’s common stock (the “Jain Option”), subject to and following approval by the Board, pursuant to the Company’s 2012 Equity Incentive Plan. The per share exercise price of the Jain Option is equal to $19.00, the per share fair market value of the Company’s common stock on October 5, 2021 (as determined by the Company’s Compensation Committee as of October 5, 2021). In addition, Dr. Jain will be eligible for certain employee benefits available generally to employees of the Company pursuant to the terms of such benefit plans maintained by the Company.
In the event that the Company terminates Dr. Jain without cause, at any time other than on or within twelve months following the effective date of a change of control, the Company will pay her a cash amount equal to twelve months of her then current base salary in effect at the time of her termination paid over a period of twelve months following her termination in accordance with the Company’s standard payroll practices. If Dr. Jain elects, the Company will provide continuation of group health plan benefits to the extent authorized by and consistent with COBRA or applicable state law (the “COBRA Termination Option”), with the cost of regular payment for such benefits paid by the Company as was in effect on the date of her termination until the earlier of (i) the close of the twelve month period following termination of employment; (ii) the expiration of Dr. Jain’s eligibility for the continuation coverage under COBRA; or (iii) the date Dr. Jain becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Dr. Jain is also entitled to acceleration of the service-based vesting of the Jain Option and any other equity grants she may hold as of the date of termination, to the extent then outstanding, unvested and, if applicable, unexercised or unsettled, and as to the number of shares subject to such equity grants that would have vested in accordance with the applicable service-based vesting schedule as if she had been in service for an additional twelve months as of the termination date.
