Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 5, 2018, Maximo F. Nougues joined Puma Biotechnology, Inc. (the “Company”) as its Chief Financial Officer, and effective November 6, 2018, assumed the role of the Company’s principal financial officer and principal accounting officer. With this appointment, Mr. Nougues succeeds Charles R. Eyler, Senior Vice President, Finance & Administration and Treasurer, as the Company’s principal financial officer and principal accounting officer. The Company expects that Mr. Eyler will remain with the Company as its Senior Vice President, Finance & Administration and Treasurer until his planned retirement in the first quarter of 2019.
Prior to joining the Company, Mr. Nougues, age 49, worked for Getinge AB, (“Getinge”), a global medical device company based in Sweden, from January 2008 until October 2018. At Getinge, he held several leadership positions with oversight for the business that generated regional revenues of approximately US$1 billion annually, including regional chief financial officer for North America region, chief financial officer for Americas, and regional vice president of Finance and chief financial officer for MAQUET North America. Prior to joining Getinge Mr. Nougues worked in finance roles in Boston Scientific’s cardiac surgery division, which was acquired by Getinge in 2008, and at The Clorox Company from 1998 until 2007. Mr. Nougues holds an M.S. in business administration from the Universidad del Norte Santo Tomas de Aquino, Tucuman, Argentina and an M.B.A. from the University of San Francisco McLaren School of Business.
Pursuant to the terms of a letter agreement between the Company and Mr. Nougues, Mr. Nougues will serve as the Company’s Chief Financial Officer on anat-will basis. The letter agreement provides that Mr. Nougues will receive an annual base salary of $445,000 per year, and will be eligible for an annual discretionary cash bonus with a target of 40% of his base salary. Mr. Nougues also will receive a signing bonus equal to $550,000 within 20 days of his employment commencement date (the “Commencement Date”).
If Mr. Nougues’s employment is terminated by the Company for “cause,” or by Mr. Nougues without “good reason” (each as defined in the letter agreement), in either case before the fourth anniversary of the Commencement Date, Mr. Nougues will be required to repay a portion of the signing bonus, as set forth in the following table:
| | | | |
Employment Termination Date | | Repaid Portion of Signing
Bonus | |
Prior to or on first anniversary of Commencement Date | | | 100 | % |
Following the first anniversary of Commencement Date, but prior to or on the second anniversary of Commencement Date | | | 75 | % |
Following the second anniversary of Commencement Date, but prior to or on the third anniversary of Commencement Date | | | 50 | % |
Following the third anniversary of Commencement Date, but prior to or on the fourth anniversary of Commencement Date | | | 25 | % |
The letter agreement further provides for Mr. Nougues to receive an option to purchase 90,000 shares of the Company’s common stock pursuant to the Company’s 2017 Inducement Plan. The exercise price of the option will be the fair market value of the Company’s common stock on the date of grant. The option will vest with respect to 1/3 of the shares underlying the option on the first anniversary of the Commencement Date and 1/36 of the shares underlying the option will vest on each monthly anniversary thereafter, subject to Mr. Nougues’s continued employment with the Company. Additionally, Mr. Nougues will participate in the Company’s benefit plans.
In the event Mr. Nougues’s employment is terminated by the Company without cause or by Mr. Nougues for good reason, he will be entitled to receive the following:
| | • | | an amount equal to his then-current base salary, payable over the12-month period following his termination date; |
| | • | | up to 12 months continuation of healthcare benefits to him and his dependents; and |
