| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
On August 24, 2023, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Mirum Pharmaceuticals, Inc., (the “Company”) amended and restated the Company’s Severance Benefit Plan (the “Severance Plan”) to remove the automatic “sunset” provision for the Severance Plan and make certain other administrative changes. In addition, the Compensation Committee modified the benefits for certain of the eligible participants under the Severance Plan, including the Company’s named executive officers, whose modified benefits are described below.
For Christopher Peetz, in the event that Mr. Peetz experiences a termination of his employment without “cause” or he resigns for “good reason” outside of the “change in control period” (as such terms are defined in the Severance Plan), provided that he executes a release of claims against the Company and its affiliates, such release becomes effective, and he meets other conditions required for his receipt of severance, Mr. Peetz will become entitled to (i) continued payment of his then-current annual base salary payable for 12 months, (ii) 12 months of accelerated vesting of all outstanding equity awards that are subject to time-based vesting, measured from the date of termination, and (iii) premium payments for continued healthcare coverage for a period of 12 months. In the event that Mr. Peetz experiences a termination of his employment without “cause” or he resigns for “good reason” during the “change in control period,” provided that he executes a release of claims against the Company and its affiliates, such release becomes effective, and he meets other conditions required for his receipt of severance, Mr. Peetz will become entitled to (i) continued payment of his then-current annual base salary payable for 24 months, (ii) payment of 200% of his then-current target annual performance bonus, (iii) accelerated vesting in full of each outstanding unvested equity award, with the number of shares vesting with respect to any performance-based vesting award determined as if the applicable performance criteria had been attained at a 100% level, and (iii) premium payments for continued healthcare coverage for a period of 24 months.
For each of Lara Longpre, Peter Radovich, and Pamela Vig, in the event that the executive experiences a termination of his or her employment without “cause” or he or she resigns for “good reason” outside of the “change in control period”, provided that he or she executes a release of claims against the Company and its affiliates, such release becomes effective, and he or she meets other conditions required for his or her receipt of severance, the executive will become entitled to (i) continued payment of his or her then-current annual base salary payable for nine months, (ii) 12 months of accelerated vesting of all outstanding equity awards that are subject to time-based vesting, measured from the date of termination, and (iii) premium payments for continued healthcare coverage for a period of nine months. In the event that the executive experiences a termination of his or her employment without “cause” or he or she resigns for “good reason” during the “change in control period,” provided that he or she executes a release of claims against the Company and its affiliates, such release becomes effective, and he or she meets other conditions required for his or her receipt of severance, the executive will become entitled to (i) continued payment of his or her then-current annual base salary payable for 18 months, (ii) payment of 150% of his or her then-current target annual performance bonus, (iii) accelerated vesting in full of each outstanding unvested equity award, with the number of shares vesting with respect to any performance-based vesting award determined as if the applicable performance criteria had been attained at a 100% level, and (iii) premium payments for continued healthcare coverage for a period of 18 months.
The Company expects to enter into new participation agreements with each such executive officer reflecting the respective benefits described above.
| Item 9.01. | Financial Statements and Exhibits. |
