Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 3, 2020, FibroGen, Inc. ("FibroGen" or the "Company") appointed
Enrique Conterno as Chief Executive Officer and a member of the Board of
Directors (the "Board") of the Company, effective January 6, 2020. Mr. Conterno
was appointed as a Class III Director for the term expiring at the Company's
2020 annual meeting of stockholders.
Mr. Conterno, 53, was a Senior Vice President for Eli Lilly and Company, serving
as President, Lilly USA from January 2017 and President, Lilly Diabetes from
2009 until his retirement from Lilly in December 2019. Prior to 2009, Mr.
Conterno served in various other roles for Eli Lilly and Company, including
President, U.S. Operations, Vice President for the U.S. Neuroscience Business
Unit, President and General Manager, Mexico, and Executive Marketing Director,
Intercontinental Operations and Japan. Mr. Conterno earned a bachelor's degree
in mechanical engineering from Case Western Reserve University and a master's
degree in business administration from Duke University. Mr. Conterno is a member
of the Board of Governors at the American Red Cross, and the Board of Visitors
at Duke University's Fuqua School of Business.
In connection with his appointment as CEO, Mr. Conterno will receive an annual
base salary of $800,000 and a signing bonus of $250,000 to cover, among other
things, relocation costs. Mr. Conterno was granted a stock option award for
300,000 shares of FibroGen common stock with an exercise price of $43.35, the
closing price of the Company's stock as reported on NASDAQ on January 6, 2020,
and 60,000 restricted stock units (collectively the "Awards") pursuant to the
form of agreements of the Company's 2014 Equity Incentive Plan and filed with
the Securities and Exchange Commission ("SEC") as an exhibit to the Company's
registration statement on Form S-1, filed on November 12, 2014. The Awards shall
have a vesting commencement date of January 6, 2020 with 25% of the Awards
vesting as of January 6, 2021 and the remaining 75% vesting quarterly thereafter
for a period of three years. Mr. Conterno's target bonus is 75% of his annual
base salary, pursuant to the Company's Bonus Plan that was filed with the SEC as
an exhibit to Form 8-K on February 16, 2018. The foregoing description of Mr.
Conterno's compensation does not purport to be complete and is qualified in its
entirety by reference to Mr. Conterno's offer letter agreement to be filed as an
exhibit to the Company's next Annual Report on Form 10-K.
In addition, Mr. Conterno entered into a Change in Control and Severance
Agreement, the form of which was approved most recently by the Company's
Compensation Committee on December 9, 2019 (the "Restated Change in Control and
Severance Agreement"). Pursuant to Mr. Conterno's Restated Change in Control and
Severance Agreement, he shall receive the following benefits:
• The term of the Restated Change in Control and Severance Agreement shall end
three years after the effective date.
• If, on or during the 12 month period following the effective date of a
Change of Control, Mr. Conterno's employment is terminated by the Company
without Cause, and other than as a result of death or disability, or Mr.
Conterno resigns for Good Reason, he shall, subject to the execution of an
effective release of claims, be entitled to receive:
o24 months of his then current base salary paid in cash over the
24 months immediately following the Separation from Service date;
oone and one-half times his then current annual target bonus for
the year of termination paid in cash over the 24 months
immediately following the Separation from Service date;
opayments equal to the applicable Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended ("COBRA") premiums for 18
months; and
oacceleration of vesting and exercisability of all outstanding
equity awards at the time of such termination or resignation.
• If Mr. Conterno's employment is terminated by the Company without Cause, and
other than as a result of death or disability, under circumstances other
than those set forth in Section 3 of the Restated Change in Control and
Severance Agreement as described above, he shall, subject to the execution
of an effective release of claims, be entitled to receive:
o18 months of his then current base salary paid in cash over the
18 months immediately following the Separation from Service date;
and
opayments equal to the applicable Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended ("COBRA") premiums for 18
months.
The foregoing description of the benefits to which Mr. Conterno is entitled
pursuant to the Restated Change in Control and Severance Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Restated Change in Control and Severance Agreement entered into by FibroGen and
its Executives to be filed as an exhibit to FibroGen's next Annual Report on
Form 10-K.
There were no arrangements or understandings between Mr. Conterno and any other
person pursuant to which Mr. Conterno was selected as an officer. Mr. Conterno
does not have any family relationships subject to disclosure under Item 401(d)
of Regulation S-K or any direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On January 3, 2020, Jim Schoeneck, who has served as the Company's Interim CEO,
stepped down from that role concurrent with Mr. Conterno's appointment as CEO,
and was appointed Interim President to serve the Company during a transition
period, with no changes to his compensation (provided in the Form 8-K filed on
October 9, 2019) during such period. Mr. Schoeneck will remain on the Board and
has been appointed Chairperson of the Board effective January 6, 2020.
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Mr. Schoeneck, 61, was appointed Interim Chief Executive Officer of FibroGen in
August 2019 and has served on our Board since April 2010. Mr. Schoeneck was
Chief Executive Officer of Depomed, Inc. a commercial specialty pharmaceutical
company, from 2011 until 2017, and joined the Board of Depomed in 2007. From
2005 until 2011 he was Chief Executive Officer of BrainCells Inc., a
privately-held biopharmaceutical company. Prior to joining BrainCells Inc. he
served as Chief Executive Officer of ActivX BioSciences, a development-stage
biotechnology company. Mr. Schoeneck holds a B.S. in Education from Jacksonville
State University.
There were no arrangements or understandings between Mr. Schoeneck and any other
person pursuant to which Mr. Schoeneck was selected as an officer. Mr. Schoeneck
does not have any family relationships subject to disclosure under Item 401(d)
of Regulation S-K or any direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On January 6, 2020, FibroGen issued a press release announcing the matters
disclosed above under Item 5.02. A copy of such press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release titled "FibroGen Names Enrique Conterno as Chief
Executive Officer" dated January 6, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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