Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c), (d)
On May 23, 2019, the Board of Directors (the “Board”) of Atara Biotherapeutics, Inc. (“Atara” or the “Company”) appointed Pascal Touchon as the Company’s President and Chief Executive Officer and a member of the Board. The appointments will be effective when his employment with the Company begins (the “Start Date”), which the Company expects will be on June 24, 2019. Dr. Touchon will join the class of directors whose term expires at the Company’s 2020 annual stockholders’ meeting.
Dr. Touchon, age 56, has served in roles of increasing responsibility at Novartis Oncology, a business unit of Novartis International AG, a global pharmaceutical company, since August 2015, most recently as Global Head Cell & Gene Therapies Oncology and a member of the Oncology Executive Committee. Previously, Dr. Touchon was Global Head Strategy, Business Development & Licensing, Oncology and a member of the Oncology Executive Committee. Prior to joining Novartis Oncology, Dr. Touchon spent nearly thirty years in the pharmaceutical industry in various companies, countries and leadership roles, most recently with Servier SAS, a privately owned French pharmaceutical company, as Senior Executive Vice President, member of the company Executive Committee and Head of Business Development and Licensing. Dr. Touchon holds a Doctorate in Veterinary Medicine from Paul Sabatier University (Toulouse, France), a Diplôme d’Etudes Supérieures Spécialisées (DESS) in Management from Institut d’Administration des Entreprises (Toulouse, France) and an MBA from INSEAD (Fontainebleau, France).
Dr. Touchon and the Company have entered into an Executive Employment Agreement, dated May 23, 2019 (the “Employment Agreement”). Pursuant to the Employment Agreement, Dr. Touchon will receive a base salary at an initial annual rate of $615,000 and will have a bonus target equal to 65% of his base salary, to be paid upon achievement of certain corporate goals. In addition, Dr. Touchon will receive asign-on restricted stock unit award with an initial value of $640,000. He will also receive an option to purchase 225,000 shares of the Company’s common stock, and an additional 112,500 restricted stock units. Dr. Touchon will also receive relocation benefits, including limited assistance with immigration, transportation, shipment of personal property and temporary housing, and make-whole for taxes on certain items. Dr. Touchon will also enter into the Company’s standard form indemnification agreement. The foregoing description of Dr. Touchon’s compensation arrangements is qualified in its entirety by reference to the Employment Agreement, which is attached as Exhibit 10.1 to this Current Report on Form8-K and is incorporated herein by reference.
Dr. Touchon has no family relationships with any director, executive officer or person nominated or chosen by Atara to become a director or executive officer of Atara. Dr. Touchon is not a party to any transaction required to be disclosed pursuant to Item 404(a) of RegulationS-K.
(a), (b)
In connection with Dr. Touchon’s appointment as President and Chief Executive Officer of the Company and a member of the Board, Isaac Ciechanover, the Company’s current President and Chief Executive Officer, stepped down from his role as President and Chief Executive Officer and stepped down from the Board, effective as of May 28, 2019. Dr. Ciechanover stepping down is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Dr. Ciechanover will serve as a special advisor to the Board from May 28, 2019 to June 21, 2019.