| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On October 24, 2018, Principia Biopharma Inc. (the “Company”) issued a press release announcing that the Board of Directors (the “Board”) has appointed Dr. Dolca Thomas, M.D. to the position of Chief Medical Officer, effective as of October 22, 2018. Steve Gourlay, the Company’s current Chief Medical Officer, will step down from that position. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Prior to joining Principia, Dr. Thomas, age 48, was Vice President and Global Head of Translational Medicine for Immunology, Inflammation, and Infectious Disease at Roche Group from September, 2018 to June, 20106, where she was responsible for advancing multiple product candidates through clinical development. Prior to Roche, Dr. Thomas held roles of increasing responsibility at Pfizer from January, 2012 to May, 2016, including Vice President of Clinical Development and Clinical Immunophenotyping, and Vice President and Chief Development Officer of the Biosimilars Research and Development Unit where she was responsible for all stages of development of multiple assets. From March, 2008 to January, 2012, Dr. Thomas began her industry career at Bristol-Myers Squibb as Director of Global Clinical Development in Immunology, where she was involved in the development and approval of belatacept. Dr. Thomas received her B.A. in sociology and her M.D. from Cornell University.
We entered into an employment agreement with Dr. Thomas in August 2018, setting forth the terms of her employment. Pursuant to the agreement, Dr. Thomas is entitled to an annual base salary of $420,000, which amount is subject to annual review by and at the sole discretion of our Board or its designee. Dr. Thomas is also eligible to earn a discretionary annual performance bonus based on the achievement of goals determined by the Board, in an amount determined by the Board, currently 35% of her base salary. The Board also approved a grant of 1,799,130 stock options (the “Options”) pursuant to the Company’s 2018 Equity Incentive Plan, which will have an exercise price equal to the closing price of the Company’s common stock on the Nasdaq Global Select Market on Dr. Thomas’s employment start date and will vest monthly over a period of four years, with 25% vesting on the one-year anniversary of her start date and the balance vesting monthly over the remaining three years. The Board also approved an annual bonus of $130,000 for calendar year 2018, and a sign-on bonus of $50,000 which is repayable if Dr. Thomas leaves the Company within 12 months of her start date.
On October 22, 2018, we entered into a change-in-control and severance agreement with Dr. Thomas that provides for the following benefits. If we terminate her employment other than for cause or she resigns for good reason in connection with or within 12 months following a change in control, and such termination is not due to her death or disability, subject to her delivery of an effective release of claims in favor of the Company and her continued compliance with her ongoing obligations to the Company, she is entitled to the following payments and benefits: (i) continuation of her base salary for 12 months after her termination or resignation date; (ii) a lump sum payment equal to 100% of her annual target bonus; (iii) reimbursement of the cost of her COBRA premiums necessary to continue her medical insurance coverage in effect for herself and her eligible dependents on her termination or resignation date for the first 12 months of such coverage; and (iv) accelerated vesting of all outstanding shares subject to unvested stock options or other equity awards then held by her as of immediately prior to her termination or resignation date. If we terminate her employment other than for cause or she resigns for good reason prior to and not in connection with, or more than 12 months following, a change in control, and such termination is not due to her death or disability, subject to her delivery of an effective release of claims in favor of the Company and her continued compliance with his ongoing obligations to the Company, she is entitled to the following payments and benefits: (i) continuation of her base salary for nine months after her termination or resignation date; and (ii) reimbursement of the cost of her COBRA premiums necessary to continue her medical insurance coverage in effect for herself and her eligible dependents on her termination or resignation date for the first nine months of such coverage.
There is no arrangement or understanding between Dr. Thomas and any other person pursuant to which she was selected as an officer of the Company, and there are no family relationships between Dr. Thomas and any of the
