Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of New Director
On December 1, 2022, the Board of Directors (the "Board") of Albireo
Pharma, Inc. (the "Company") elected Craig C. Hopkinson, M.D. to the Board as a
Class III director, for a term to continue until the 2025 annual meeting of the
Company's stockholders and thereafter until Dr. Hopkinson's successor has been
elected and qualified or until his earlier death, resignation or removal.
Dr. Hopkinson has not yet been appointed to serve on any committee of the Board.
Dr. Hopkinson, age 54, has served as Executive Vice President, Research and
Development and Chief Medical Officer of Alkermes PLC (Nasdaq: ALKS), a
fully-integrated, global biopharmaceutical company developing innovative
medicines in the fields of neuroscience and oncology, since January 2020.
Dr. Hopkinson has more than 25 years of experience building and leading clinical
development organizations and medical affairs groups. Prior to assuming these
positions, Dr. Hopkinson was the Chief Medical Officer and Senior Vice President
of Medicines Development and Medical Affairs of Alkermes, Inc. from
February 2018 to January 2020, and Chief Medical Officer and Senior Vice
President of Clinical Development and Medical Affairs of Alkermes, Inc. from
May 2017 to February 2018. Before joining Alkermes, Inc., Dr. Hopkinson served
as Senior Vice President of Clinical Development and Head of Global Medical
Affairs at Vertex Pharmaceuticals Incorporated, a global biopharmaceutical
company, from July 2014 until May 2017. Prior to that, Dr. Hopkinson held
various executive management positions at Eisai Pharmaceuticals, including
President of the Eisai Value Maximization Systems from January 2013 to July 2014
and President and Chief Medical Officer of the Frontier Product Creation Unit
from October 2011 to December 2012. Dr. Hopkinson holds a Bachelor of Medicine
and a Bachelor of Surgery from the University of the Orange Free State in South
Africa. The Board has concluded that Dr. Hopkinson's qualifications to serve on
the Board include his executive leadership experience and his extensive
experience in research and development, medical affairs, and interactions with
the U.S. Food and Drug Administration.
In lieu of the automatic grant of a nonqualified stock option to purchase 16,000
shares of the Company's common stock, par value $0.01 per share ("Common
Stock"), to Dr. Hopkinson pursuant to the Company's Nonemployee Director
Compensation Policy, as amended (the "Director Compensation Policy") in
connection with his election to the Board, on December 1, 2022 (the "Grant
Date"), Dr. Hopkinson was granted restricted stock units with respect to 10,495
shares of Common Stock, which will vest in equal annual installments over three
years following the Grant Date and become fully vested immediately prior to a
change of control (as defined in the Company's 2018 Equity Incentive Plan, as
amended) of the Company. Dr. Hopkinson will be eligible to receive the same
compensation for his service on the Board as other nonemployee directors under
the Director Compensation Policy, which includes (i) cash fees of $40,000 per
year for his service on the Board, (ii) a nonqualified stock option to purchase
the lesser of (a) 8,000 shares of the Company's Common Stock and (b) the number
of shares of Common Stock having an aggregate grant date fair value of $300,000
(rounded down to the nearest whole share), each year on the fifth business day
after the Company's annual meeting of stockholders, and (iii) the reimbursement
of business expenses in connection with his service on the Board. A copy of the
Director Compensation Policy is attached as Exhibit 10.1 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
August 10, 2022 and is incorporated by reference herein.
Also in connection with the election of Dr. Hopkinson to the Board, he entered
into an indemnification agreement with the Company in the form the Company has
entered into with its other nonemployee directors, which form was filed as
Exhibit 10.8 to the Company's Current Report on Form 8-K on November 4, 2016,
and is incorporated herein by reference.
There are no arrangements or understandings between Dr. Hopkinson and any other
person pursuant to which Dr. Hopkinson was selected as a director. There are no
transactions in which the Company is a participant and in which Dr. Hopkinson
has a material interest that are required to be disclosed under Item 404(a) of
Regulation S-K.
Appointment of Paul D. Streck, M.D. as Chief Medical Officer
On December 6, 2022, the Company also announced that Paul D. Streck, M.D. has
been appointed by the Board to serve as the Company's Chief Medical Officer, and
Dr. Streck will begin serving as the Company's Chief Medical Officer, effective
on his start date currently expected to be December 19, 2022.
Dr. Streck, age 59, has more than 25 years of experience in drug development,
regulatory and medical affairs leadership. He has served as Chief Medical
Officer of Arena Pharmaceuticals, Inc., a biopharmaceutical company targeting
immuno-inflammatory diseases, from November 2020 through its acquisition by
Pfizer Inc. in March 2022 and thereafter at Pfizer until December 2022. Prior to
that, Dr. Streck served as Chief Medical Officer of Alder
Biopharmaceuticals, Inc., a publicly-traded biopharmaceutical company targeting
migraine, from January 2019 to February 2020, and as Chief Medical Officer of
Insmed Incorporated, a publicly-traded biopharmaceutical company focused on
serious and rare diseases, from April 2017 to January 2019. Before joining
Insmed, Dr. Streck served as Vice President, Global Medical Specialty
Franchise, Immuno-inflammation at GlaxoSmithKline from November 2015 to
March 2017, where he was responsible for portfolio strategy, including drug
launch, life cycle management, post-registration clinical strategy and health
economics. From November 2007 to November 2015, Dr. Streck held various
positions at Shire Pharmaceuticals, a global biotechnology company focused on
serving people with rare diseases and other highly specialized conditions, which
was acquired by Takeda Pharmaceutical Company in January 2019. Dr. Streck served
as Group Vice President, Clinical Development/TA Lead (Hematology,
Gastrointestinal, Internal Medicine) at Shire Pharmaceuticals from November 2013
to November 2015. Prior to that, Dr. Streck served as Global Head of Medical
Affairs, Internal Medicine (November 2012 to December 2013), Product General
Manager, Emerging Business Unit (November 2011 to November 2012), and Senior
Director, Global Clinical Development (November 2007 to December 2012). From
February 2006 to October 2007, Dr. Streck was Director of Marketing at AMGEN USA
Inc. Dr. Streck holds a M.B.A. from the Duke University Fuqua School of
Business, a M.D. from Jefferson Medical College, a D.M.D. from the Temple
University School of Dentistry, and a B.A. in chemistry from Rutgers University.
In connection with Dr. Streck's appointment, the Company entered into an
employment agreement (the "Streck Employment Agreement") with Dr. Streck dated
as of October 21, 2022, which provides that Dr. Streck's employment with the
Company will begin on or about December 23, 2022 (with the actual first day of
employment being the "Start Date") for service as an at-will employee. The
Streck Employment Agreement provides for a base salary of $525,000 per year,
that he is eligible to participate in an annual bonus plan provided by the
Company, and that his target bonus will be 40% of his base salary, with the
actual amount of the bonus, if any, to be determined by the Company's Board or
its compensation committee. The Streck Employment Agreement also provides that
Dr. Streck will not be eligible for any annual bonus for the 2022 fiscal year
and that no bonus will be payable in 2023. Dr. Streck will also receive a
signing bonus of $50,000, which is repayable to the Company if, within 12 months
of the Start Date, he voluntarily terminates his employment with the Company
other than for "good reason" (as defined in the agreement) or the Company
terminates his employment for "cause" (as defined in the agreement). The Streck
Employment Agreement also provides that he will be granted a number of
restricted stock units equal to the quotient of (i) $1,200,000 and (ii) the
closing price per share of the Common Stock on The Nasdaq Capital Market on the
Start Date (such quotient shall be rounded to the nearest whole share of Common
Stock) (the "Inducement RSUs"), which will vest as to 25% of the shares on the
first anniversary of the Start Date and as to the remaining 75% of the shares in
equal quarterly installments through the fourth anniversary of the Start Date,
subject to Dr. Streck's continued employment by the Company. The Inducement RSUs
are intended to be granted as an "inducement" award under Nasdaq Listing
Rule 5635(c)(4) and, accordingly, such award will be granted under the Company's
2020 Inducement Equity Incentive Plan. Dr. Streck is also entitled to
participate in the Company's equity plans and employee benefit plans from time
to time in effect for similarly-situated employees of the Company.
The Streck Employment Agreement also provides that if the Company terminates
Dr. Streck's employment without cause or if Dr. Streck terminates his employment
for good reason, he will be entitled to the following, subject to obtaining from
him a general release of claims (the "Streck Severance Benefits"): (i) severance
. . .
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the election of Dr. Hopkinson to the
Board and Dr. Streck's appointment as the Company's Chief Medical Officer is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated December 6, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
© Edgar Online, source Glimpses
ALBIREO PHARMA, INC. 