Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 19, 2019, the Board of Directors of Epizyme, Inc. (the “Company”) appointed Paolo Tombesi as Chief Financial Officer of the Company, effective upon commencement of his employment with the Company on or about August 19, 2019. In such capacity, Mr. Tombesi will assume the role of principal financial officer of the Company, replacing Matthew Ros in such role.
From June 2017 to June 2019, Mr. Tombesi, age 56, served as Chief Financial Officer for Insmed Incorporated (“Insmed”), a global biopharmaceutical company. Prior to joining Insmed, Mr. Tombesi was Chief Financial and Administrative Officer of Novartis Pharmaceuticals Corporation, a U.S. subsidiary of multinational pharmaceutical company Novartis AG (“Novartis”), a position he held from December 2014 through May 2017. Mr. Tombesi was Managing Director and Chief Financial Officer of Novartis Pharma K.K., a Japanese subsidiary of Novartis, from April 2009 to November 2014 and held various finance roles at Novartis from September 2006 to March 2009. Mr. Tombesi held several finance director positions at Bristol-Myers Squibb, a multinational biopharmaceutical company, from August 1996 to September 2006. From January 1988 to July 1996, Mr. Tombesi held various positions in consumer goods at Unilever NV and Johnson & Johnson. Mr. Tombesi holds a B.Ed. in Business and Managerial Economics from Sapienza Università di Roma and a B.A. in Accounting from Duca degli Abruzzi Roma.
Mr. Tombesi has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Tombesi and any other person pursuant to which he was elected as an officer of the Company.
Mr. Tombesi has entered into an employment offer letter with the Company (the “Offer Letter”). Under the Offer Letter, Mr. Tombesi’s annual base salary is $455,000 and his annual target bonus opportunity will be 40% of his annual base salary. Additionally, Mr. Tombesi will receive aone-time payment of $100,000 to assist in his relocation to the greater Boston area. Upon commencement of his employment on or about August 19, 2019 (the “Commencement Date”), Mr. Tombesi will be granted stock options to purchase 132,225 shares of common stock of the Company and an award of 28,217 restricted stock units of the Company. The stock options will vest as to 25% of the underlying shares on the first anniversary of the Commencement Date and as to an additional 2.0833% of the shares at the end of each successive month following the first anniversary of the Commencement Date until the fourth anniversary of such date. The stock options will have an exercise price per share equal to the closing market price of the Company’s common stock on the Commencement Date. The restricted stock units will vest over a four-year period with one quarter of such restricted stock units vesting annually on each anniversary of the Commencement Date. Mr. Tombesi will also receive an award of 16,000 performance-based restricted stock units that vest upon the Company’s achievement of performance based vesting objectives related largely to the Company’s clinical programs for tazemetostat in epithelioid sarcoma and follicular lymphoma.
