The foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chairman and Chief Executive Officer
On February 16, 2021, the Company announced that Dr. Van Bokkelen has resigned from his position as the Company’s Chief Executive Officer, Chairman of the Board and as a member of the Board by mutual agreement, effective as of February 15, 2021. Dr. Ismail Kola, the Lead Director of the Board, was elected by the Board to serve as the new Chairman upon Dr. Van Bokkelen’s resignation.
In connection with his cessation of service as an officer and director of the Company, on February 15, 2021, the Company and Dr. Van Bokkelen entered into a separation letter agreement (the “Separation Letter”), which (a) confirms that his separation constitutes a termination by the Company other than for “cause” under his Amended and Restated Employment Agreement, dated as of December 1, 1998, entitling him to severance payments and benefits thereunder with an aggregate value of $962,162, payable in installments over an 18-month period, and eliminates his obligation to seek other employment in mitigation of the severance payments and benefits, (b) provides for a lump sum payment of $187,371 in lieu of notice under the employment agreement and certain foregone benefits, (c) provides for a lump sum payment for accrued vacation and reimbursement of certain legal fees, (d) provides for accelerated vesting of his outstanding restricted stock units and stock options, with stock options remaining exercisable until the earlier of the third anniversary of termination of employment or the expiration of the original term of the stock option and (e) contains a customary release of claims against the Company and its affiliates from Dr. Van Bokkelen. Pursuant to the Separation Letter, the restrictive covenants under the existing Non-Competition and Confidentiality Agreement, dated as of December 1, 1998 between Dr. Van Bokkelen and the Company, will remain in effect. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Letter, a copy of which is attached as Exhibit 10.2 and is incorporated herein by reference.
Interim Chief Executive Officer Appointment
On February 15, 2021, William Lehmann, Jr. was appointed by the Board as Interim Chief Executive Officer of the Company.
Mr. Lehmann, age 54, has worked with Athersys since 2001 and has served as the Company’s President and Chief Operating Officer since June 2006. He has been involved in all aspects of the Company’s operations over the years, including business development, partnership management, finance, clinical development, regulatory, legal and intellectual property management among other things. He has helped develop, negotiate and build most of the Company’s major business relationships, including research & development collaborations and manufacturing among other things. Prior to Athersys, from 1994 to 2001, Mr. Lehmann was with McKinsey & Company, Inc., an international management consulting firm, where he worked extensively with new technology and service-based businesses in the firm’s Business Building practice. Additionally, he was active in the firm’s marketing practice, focusing on both business to business and consumer marketing. Prior to joining McKinsey, he worked at Wilson, Sonsini, Goodrich & Rosati, a Silicon Valley law firm, and, before that, with First Chicago Corporation, a financial institution. Mr. Lehmann received his J.D. from Stanford University, his M.B.A. from the University of Chicago, and his B.A. from the University of Notre Dame.
Director Appointment
Also on February 15, 2021, and pursuant to the Cooperation Agreement, Mr. Traub was appointed to the Board.
Mr. Traub, age 59, currently serves as Managing Partner of Delta Value Advisors, a consulting firm and Managing Partner of Delta Value Group, an investment management firm. Mr. Traub also currently serves as Chairman of the board of DSP Group, Inc. (NASDAQ: DSPG) and on the board of Tidewater, Inc. (NYSE: TDW). Mr. Traub was previously Managing Partner of Raging Capital Management, CEO of Ethos Management and CEO of American Bank Note Holographics, Inc. (NASDAQ: ABHH). Mr. Traub previously served on the board of directors of Athersys from 2012 – 2016 and from June 2020 – October 2020. Mr. Traub also previously served on the boards of directors of Voxware, Inc., Phoenix Technologies, Inc., iPass, Inc., MIPS Technologies, Inc., Xyratex Limited, Vitesse Semiconductor Corporation, AM Castle & Co., MRV Communications, Inc., IDW Media Holdings, Immersion Corporation, Gulfmark, Inc. and Intermolecular, Inc. Mr. Traub received a BA from Emory College and an MBA from Harvard Business School.
