| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 24, 2021, the Board of Directors (the “Board”) of Apellis Pharmaceuticals, Inc. (the “Company”) appointed Jim Chopas, as Vice President, Corporate Controller / Chief Accounting Officer and principal accounting officer of the Company, effective as of August 30, 2021 (the “Effective Date”).
Mr. Chopas, age 55, served as vice president, principal financial officer, principal accounting officer and treasurer of Radius Health, Inc. (“Radius), a publicly traded commercial biopharmaceutical company, from December 2020 to August 2021, and as corporate controller of Radius from October 2018 until December 2020. Prior to joining Radius, Mr. Chopas worked as a consultant for Danforth Advisors, a strategic consulting firm for life science and healthcare technology companies. Before joining Danforth Advisors, Mr. Chopas acted as chief financial officer and vice president of finance at KBI Biopharma, Inc. Previously, he held several senior management roles for certain ThermoFisher portfolio companies and Parexel International. Mr. Chopas holds a B.A. from the University of Massachusetts and a M.S. from Bentley University.
In connection with his appointment, the Company entered into an offer letter with Mr. Chopas, dated July 23, 2021, which provides for an annual base salary of $315,000, an annual target bonus equal to 30% of Mr. Chopas’s base salary and a one-time sign-on bonus of $50,000, subject in the case of the sign-on bonus to repayment by Mr. Chopas to the Company if he leaves the Company within the first year of his employment other than in case of a reduction in force or termination. In addition, the Company agreed to grant to Mr. Chopas (i) an option to purchase 21,750 shares of the Company’s common stock, which will vest as to 25% of the shares underlying the option on the first anniversary of the grant date and thereafter as to 1/48th of the shares underlying the option monthly until the fourth anniversary of the grant date, and (ii) a restricted stock unit award for 7,600 shares of the Company’s common stock, which will vest as to 25% of the shares underlying the award on the first anniversary of the grant date and as to an additional 25% of the shares underlying the award annually until the fourth anniversary of the grant date, in each case subject to his continued service. Mr. Chopas is also entitled to severance benefits in accordance with the Company’s Executive Separation Benefits and Retention Plan.
In addition, pursuant to the Company’s standard form of indemnification agreement Mr. Chopas entered into in connection with his employment, the form of which was filed with the Securities and Exchange Commission as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-220941) on October 27, 2017, the Company may be required, among other things, to indemnify Mr. Chopas certain expenses (including attorneys’ fees), judgments, fines and settlement amounts actually and reasonably incurred by him in any action or proceeding arising out of his service as an officer of the Company.
Mr. Chopas was not appointed as principal accounting officer pursuant to any arrangement or understanding between him and any other person. There are no family relationships between Mr. Chopas and any director, executive officer or any person nominated or chosen by us to become a director or executive officer. There are no transactions and no proposed transactions between Mr. Chopas and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
