Item 5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 3, 2022, Acorda Therapeutics, Inc. (the "Company") announced that
John Varian was elected to the Company's Board of Directors effective January 1,
2022, to fill one of the existing vacancies in the Board's Class I Directors,
whose term expires at the Company's 2024 annual meeting of stockholders.
Upon his appointment to the Board of Directors, Mr. Varian became entitled to
compensation in accordance with our Directors Compensation Policy. Pursuant to
this policy as currently in effect, each of our Directors receives a base annual
cash retainer of $50,000. In the case of a Director who is elected to the Board
of Directors other than at an annual meeting of our stockholders, such as Mr.
Varian, the retainer will be prorated based on the portion of the current term
(which ends with our next annual meeting) that he will serve as a member of the
Board of Directors. Also, as a new member of the Board of Directors, Mr. Varian
has been awarded an initial stock option grant for 20,000 shares of our common
stock, and he will be entitled to receive annual stock option grants. Under the
Directors Compensation Policy, annual stock option grants are made each year on
the date of our annual meeting of stockholders. Currently, our Directors receive
an annual stock option grant for 10,000 shares of our common stock. Options
awarded to our Directors vest over a one-year period in equal quarterly
installments, have a ten-year term (which may be shortened if a Director's
membership on our Board terminates), and have an exercise price equal to the
fair market value of our common stock on the date of grant (equal to the closing
price of our common stock on the Nasdaq market on the date of grant or, if such
date is a non-trading day, the date immediately prior to such date of grant). In
the case of a new Director such as Mr. Varian, who was not first elected to our
Board at an annual meeting of stockholders, his first annual stock option grant
will be awarded when his initial stock option grant is fully vested (i.e., on
the first anniversary of his election to the Board), and the amount of that
first annual award will be prorated based on the period of time between the
grant date of the annual award and the date of our 2023 annual meeting. Our
Directors are also reimbursed for appropriate expenses related to their service
on our Board.
Neither Mr. Varian nor any of his immediate family members is a party, either
directly or indirectly, to any transaction that would be required to be reported
by the Company under Item 404(a) of Regulation S-K, nor is Mr. Varian a party to
any arrangement or understanding pursuant to which he was elected to our Board
of Directors.
Also, the Company is reporting that is has entered into a consulting agreement
with Burkhard Blank, M.D., the Company's former Chief Medical Officer. The
Company entered into the consulting agreement in connection with Dr. Blank's
previously reported departure at the end of 2021. Pursuant to the consulting
agreement, which was effective as of January 1, 2022, Dr. Blank is serving as
the Company's interim Head of Drug Safety and will provide other specified
services for up to 10 hours per week in exchange for a monthly retainer of
$20,000. The consulting agreement contemplates that Dr. Blank will provide
services through the end of the second quarter of 2022, but it may be terminated
sooner by either party or extended by mutual agreement of the parties.
Lastly, the Company is reporting it has entered into an amendment to its
employment agreement with Lauren Sabella as an incentive for her to continue
with the Company as its Chief Operating Officer. Pursuant to the amendment, (i)
Ms. Sabella will be entitled to the full amount of her target bonus payout under
the Company's 2021 non-equity incentive compensation program; (ii) if at any
time in 2022, but not before April 1, 2022, Ms. Sabella resigns and the Company
has not sent her notice of termination for "Cause" and she has not sent the
Company notice of termination for "Good Reason" (as those terms are defined in
her employment agreement), she will be entitled to the non-change in control
severance and other benefits contained in Section 6(a) of her employment
agreement except that her right to a pro-rated 2022 bonus would be modified to
provide that (x) it would be based on the same corporate and personal scoring
method used for determining other 2022 executive bonuses and not based on her
2022 target bonus, and (y) it would be paid in 2023 when paid by the Company to
employees generally (subject to her executing the Company's standard release in
connection with her termination); and (iii) if Ms. Sabella becomes entitled to
receive the non-change in control severance and other benefits contained in
Section 6(a) of her employment agreement, (x) she will be entitled to receive
severance payments for the full 12-month severance period specified in Section
6(a)(i) of her employment agreement regardless of whether she obtains other,
comparable employment, and (y) the 90-day post-employment period specified in
Section 6(a)(iv) of her employment agreement for her exercise of vested options
and stock appreciation rights will be extended to be the full 12-month severance
period, subject to the conditions specified in that provision.
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A copy of the press release announcing Mr. Varian's election to the Board of
Directors is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference into this Item.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated January 3, 2022
104 Cover Page Interactive Data File (embedded within the
Inline XBRL document)
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