| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 10, 2022, Anthony Y. Sun, M.D., notified Zentalis Pharmaceuticals, Inc. (the “Company”) of his resignation as President and Chief Executive Officer of the Company and as a director and Chairman of the Board of Directors of the Company (the “Board”), effective as of 11:59 p.m. on May 10, 2022 (the “Resignation Effective Time”).
Also on May 10, 2022, the Board designated Kevin M. Bunker, Ph.D., the Company’s Chief Operating Officer, as the Company’s principal executive officer on an interim basis, and appointed David M. Johnson as Chairman of the Board, in each case effective as of the Resignation Effective Time.
Also on May 10, 2022, the Board appointed Kimberly Blackwell, M.D., a current member of the Board, as President and Chief Executive Officer of the Company, and designated Dr. Blackwell as the Company’s principal executive officer, in each case effective as of the commencement of Dr. Blackwell’s employment with the Company, which is expected to be on or about May 16, 2022 (the date that Dr. Blackwell actually commences such employment with the Company, the “Blackwell Commencement Date”). Dr. Blackwell will continue to serve as a director of the Company, but will no longer serve as a member of the Nominating and Corporate Governance Committee of the Board effective as of the Blackwell Commencement Date.
Dr. Blackwell, 53, has served as the Chief Medical Officer of Tempus Labs (“Tempus”), a technology company advancing precision medicine through the practical application of artificial intelligence in healthcare, since March 2020. Dr. Blackwell has notified Tempus of her resignation as Chief Medical Officer, which is effective as of May 16, 2022. Dr. Blackwell will continue to serve as a consultant to Tempus. From 2018 to 2020, Dr. Blackwell served as the Vice President of Early Stage Oncology and Immuno-oncology at Eli Lilly, where she led clinical teams advancing early phase therapeutics. From 2000 to 2018, Dr. Blackwell was a professor at Duke University where she oversaw the women’s cancer program. Dr. Blackwell received an M.D. from Mayo Clinic Medical School and a B.S. in Bioethics from Duke University.
In connection to her appointment as Chief Executive Officer, Dr. Blackwell entered into an employment agreement with the Company’s subsidiary, Zeno Management, Inc., or Zeno Management, setting forth the terms of her employment as the Company’s President and Chief Executive Officer. Dr. Blackwell’s initial annual base salary will be $680,000 and she will be eligible for an annual target bonus equal to 60% of her annual base salary. Dr. Blackwell will be eligible for a full year’s annual bonus for 2022. In addition, Dr.. Blackwell will receive a $250,000 sign-on bonus, which sign-on bonus will be subject to repayment by her in the event she resigns without good reason (as defined in her employment agreement) prior to the first anniversary of her commencement of employment.
Pursuant to her employment agreement, if the Company terminates Dr. Blackwell’s employment other than for cause (as defined in her employment agreement) or Dr. Blackwell terminates her employment for good reason, she is entitled to the following payments and benefits, subject to her timely execution and non-revocation of a general release of claims in favor of the Company and her continued compliance with the restrictive covenants set forth in her employment agreement: (1) her fully earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, plus all other amounts under any compensation plan or practice to which she is entitled; (2) a payment equal to 18 months of her then-current base salary, payable in a lump sum 60 days following the termination date; (3) a payment equal to her prorated target annual bonus for the year in which the termination date occurs, payable in a lump sum 60 days following the termination date; and (4) payment of the COBRA premiums for her and her eligible dependents for 18 months following her termination date. In the event such termination occurs within 18 months following a change in control, Dr. Blackwell will be entitled to a lump-sum payment equal to 150% of her full target bonus for the year in which the termination occurs in lieu of the amount reference in clause (3). In the event of such termination at any time following a change in control, all of Dr. Blackwell’s stock awards will immediately vest in full.
In the event the Company terminates Dr. Blackwell’s employment for cause, she terminates her employment without good reason, or upon her death or permanent disability, she is entitled to receive only her fully-earned but unpaid base salary and accrued and unused paid time off through the date of termination at the rate then in effect, plus all other amounts under any compensation plan or practice to which she is entitled.
