UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 21, 2014
HYPERION THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 001-35614 | | 61-1512713 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
2000 Sierra Point Parkway, Suite 400
Brisbane, California 94005
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (650) 745-7802
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 21, 2014, the Compensation Committee, or the Committee, of the Board of Directors of Hyperion Therapeutics, Inc., or the Company, approved 2013 cash bonuses, 2014 salaries (effective January 1, 2014), 2014 bonus targets and equity awards for the Company’s named executive officers, as set forth below.
2013 Cash Bonuses
The Committee approved the following cash bonuses for the Company’s executive officers in recognition of both the level of the Company’s achievement of its corporate goals for 2013 and each named executive officer’s contributions toward the achievement of those goals:
| | | | |
Name and Title | | 2013 Bonus | |
Donald J. Santel, Chief Executive Officer and Director | | $ | 483,000 | |
Jeffrey S. Farrow, Senior Vice President and Chief Financial Officer | | $ | 194,000 | |
Klara Dickinson-Eason, Senior Vice President, Chief Regulatory Officer and Corporate Quality | | $ | 192,000 | |
Ashley C. Gould, Senior Vice President, Governmental Affairs and Chief Legal and Compliance Officer | | $ | 100,000 | |
Natalie C. Holles, Senior Vice President, Business Development | | $ | 98,000 | |
Christine Nash, Senior Vice President, Chief Commercial Officer | | $ | 194,000 | |
Bruce F. Scharschmidt, M.D., Chief Medical Officer and Senior Vice President | | $ | 199,000 | |
2014 Salaries and Target Bonuses
The Committee approved the following new base salaries, effective January 1, 2014, and 2014 target bonuses for the Company’s executive officers:
| | | | | | | | |
Name and Title | | 2014 Salary | | | 2014 Bonus Target | |
Donald J. Santel, Chief Executive Officer and Director | | $ | 610,000 | | | | 60 | % |
Jeffrey S. Farrow, Senior Vice President and Chief Financial Officer | | $ | 381,000 | | | | 40 | % |
Klara Dickinson-Eason, Senior Vice President, Chief Regulatory Officer and Corporate Quality | | $ | 373,000 | | | | 40 | % |
Ashley C. Gould, Senior Vice President, Governmental Affairs and Chief Legal and Compliance Officer | | $ | 365,000 | | | | 40 | % |
Natalie C. Holles, Senior Vice President, Business Development | | $ | 342,000 | | | | 40 | % |
Christine Nash, Senior Vice President, Chief Commercial Officer | | $ | 390,000 | | | | 40 | % |
Bruce F. Scharschmidt, M.D., Senior Vice President and Chief Medical Officer | | $ | 401,000 | | | | 40 | % |
Equity Awards
The Committee approved the following grants of stock options and restricted stock units, or RSUs, under the Company’s 2012 Omnibus Incentive Plan, as amended, or the 2012 Plan, to the Company’s named executive officers:
| | | | | | | | |
Name and Title | | Number of Shares of
Common Stock
Underlying
Stock Options | | | Number of Shares of
Common Stock
Underlying
Restricted Stock Units | |
Donald J. Santel, Chief Executive Officer and Director | | | 111,000 | | | | 18,500 | |
Jeffrey S. Farrow, Senior Vice President and Chief Financial Officer | | | 38,000 | | | | 6,250 | |
Klara Dickinson-Eason, Senior Vice President, Chief Regulatory Officer and Corporate Quality | | | 12,000 | | | | 2.000 | |
Ashley Gould, Senior Vice President, Governmental Affairs and Chief Legal and Compliance Officer | | | 34,000 | | | | 5,700 | |
Natalie Holles, Senior Vice President, Business Development | | | 29,000 | | | | 5,000 | |
Christine Nash, Senior Vice President, Chief Commercial Officer | | | 50,000 | | | | 10,000 | |
Bruce F. Scharschmidt, M.D., Senior Vice President and Chief Medical Officer | | | 32,000 | | | | 5,400 | |
The grant date of the stock options and RSUs will be the second trading day following the date on which the Company’s annual report on Form 10-K is filed with the Securities and Exchange Commission. One-fourth of the shares subject to the RSUs will vest and become exercisable on each annual anniversary of the grant date, subject to continued service. One-fourth of the shares subject to the stock options will vest and become exercisable on the first anniversary of the grant date, and the remaining three-fourths of the shares will vest monthly over the three years thereafter, subject to continued service. The stock options will have an exercise price equal to the fair market value per share of the Company’s common stock on the grant date, as determined in accordance with the terms of the 2012 Plan, and a term of 10 years from the grant date.
The description of the stock options contained herein is a summary of their material terms, does not purport to be complete and is qualified in its entirety by reference to the Form of Option Agreement, which was filed with the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 13, 2012, and incorporated herein by reference to this Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: February 25, 2014 | | | | Hyperion Therapeutics, Inc. |
| | | |
| | | | By: | | /s/ Jeffrey S. Farrow |
| | | | | | Jeffrey S. Farrow |
| | | | | | Chief Financial Officer |
