Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 20, 2023, the Board of Directors (the "Board") of iBio, Inc., a
Delaware corporation (the "Company"), appointed Dr. Martin Brenner to the
position of Interim Chief Executive Officer, effective immediately, and Mr.
Felipe Duran, to the position of Interim Chief Financial Officer, effective as
of February 13, 2023. The Company is continuing its search for a successor Chief
Executive Officer and as such, Dr. Brenner's position of Interim Chief Executive
Officer will end when the Company appoints a successor.
Dr. Brenner, age 52, has served as the Company's Chief Scientific Officer since
January 18, 2021. Dr. Brenner has a strong history of success heading drug
discovery and development teams at several of the world's leading pharmaceutical
companies, including AstraZeneca ("AstraZeneca"), Eli Lilly and Company
("Lilly"), Pfizer Inc.("Pfizer"), and Merck Research Laboratories ("Merck
Research Labs"). Most recently, Dr. Brenner served as Senior Vice President,
Chief Scientific Officer of Pfenex Inc. from March 2019 until its acquisition by
Ligand Pharmaceuticals Incorporated in October 2020. From 2017 to 2018, Dr.
Brenner served as Chief Scientific Officer at Recursion Pharmaceuticals, Inc., a
biotechnology company. From 2016 to 2017, Dr. Brenner served as Vice President
and Head of Research and Early Development at Stoke Therapeutics, Inc., a
biotechnology company. From 2013 to 2016, Dr. Brenner served as Executive
Director, Diabetes & NASH, and Chair of Diabetes & NASH Early Discovery Unit at
Merck Research Lab. From 2012 to 2013, Dr. Brenner served as Senior Director,
Head of Bioscience, CVMD at AstraZeneca. From 2009 to 2012, Dr. Brenner served
as an Associate Research Fellow for the Diabetes Prevention and Remission Group
at Pfizer. From 2003 to 2009, Dr. Brenner served as Senior Research Scientist
for the Diabetes Drug Hunting Team at Lilly. Dr. Brenner holds a Ph.D. in
Pharmacology from the Veterinary School of Hannover in Hannover, Germany a DVM
from Veterinary School of Ludwig-Maximilians-University in Munich, Germany.
Mr. Duran, age 43, has served as the Company's Vice President of Financial
Planning and Analysis (FP&A) since April 2021. Previously, Mr. Duran served as
the Executive Director (CFO), of Lupin Latin America, a subsidiary of Lupin
Pharmaceuticals, which is the 3rd largest generic pharmaceutical company in the
United States, from May 2016 to May 2021. Prior to joining Lupin
Pharmaceuticals, he held numerous strategy positions at Teva Pharmaceuticals in
both its growth markets and Latin America offices. Mr. Duran also worked as a
Manager, FP&A for both Bupa and Noven Pharmaceuticals. Mr. Duran holds a B.A. in
Finance and an M.B.A from the University of Miami.
On December 23, 2020, the Company entered into an employment agreement with Dr.
Martin Brenner to serve as the Company's Chief Scientific Officer, effective as
of January 18, 2021. In addition to a base salary of $405,000 for serving as the
Company's Chief Scientific Officer and a discretionary incentive bonus with a
target of 40% of his annual base salary, while serving as Interim Chief
Executive Officer, Dr. Brenner will receive a monthly cash stipend of $7,500.
Dr. Brenner was also granted restricted stock units ("RSUs") to acquire 130,000
shares of the Company's common stock, $0.001 par value per share (the "Common
Stock"), which RSUs shall vest pro rata over a twelve- month period, such
vesting to terminate if Dr. Brenner is no longer the Company's Interim Chief
Executive Officer. The grant-date fair value of the RSUs totaled approximately
$91,000. On November 11, 2022, Dr. Brenner also received a RSU grant of 95,348
shares of Common Stock in exchange for Dr. Brenner's agreement to continue
employment with the Company through July 1, 2023, whereby such RSUs will vest on
the earlier of (i) July 1, 2023, or (ii) the successful achievement of the
Company's 2023 objectives, as defined by the Board of Directors.
On January 23, 2023, Mr. Duran accepted an offer letter from the Company for the
Interim Chief Financial Officer (the "Offer Letter"). Pursuant to the terms of
the Offer Letter, Mr. Duran will serve as the Company's Interim Chief Financial
Officer, effective as of February 13, 2022. Upon his appointment to the position
of Interim Chief Financial Officer, Mr. Duran's base salary will be increased
from $300,000 to a base salary of $350,000, he will be eligible for a
discretionary incentive bonus with a target of 40% of his annual base salary and
he will be granted a $140,000 special incentive bonus (40% of his fiscal year
2023 annualized salary) in exchange for his agreement to continue employment
with the Company through the earlier of: (a) July 1, 2023, or (b) the successful
achievement of the Company's 2023 objectives, as defined by the Board of
Directors minus any retention bonus he is paid during the fiscal year 2023.
Before his appointment as the Company's Interim Chief Financial Officer, Mr.
Duran became eligible to receive a retention bonus of $70,000 in exchange for
Mr. Duran's agreement to continue employment with the Company through March 31,
2023.
Each of Dr. Brenner's and Mr. Duran's employment is on an "at will" basis and
may be terminated at any time by either of them or the Company. If either Dr.
Brenner or Mr. Duran separate from employment for any reason or no reason, they
are entitled to receive their accrued and unpaid base salary, any unreimbursed
expenses and benefits accrued through the
termination date. If the Company terminates their employment for reasons other
than for "Cause" (as defined in their respective employment agreements), the
Company is required to pay the accrued and unpaid base salary, any unreimbursed
expenses and benefits accrued through the termination/separation date and
provided, that the terminated employee executes and does not revoke a separation
agreement in form acceptable to the Company, he will receive (1) an amount equal
to his base salary for nine months, (2) a pro rata share of any bonus earned by
him during the Company's fiscal year in which he was terminated, within thirty
(30) days of his execution of a separation agreement, and (3) payment of the
full amount of all premiums for continued health benefits (including COBRA)
under the Company's health plans for a period of nine (9) months following the
termination.
If Dr. Brenner's or Mr. Duran's employment is terminated without Cause within
twelve (12) months after a Change of Control (as defined in the Company's equity
incentive plan), (or in the case of Dr. Brenner, Dr. Brenner terminates his
employment with us for "good reason", as defined in his employment agreement),
provided they execute and do not revoke a separation agreement in a form
acceptable to the Company, they each will be entitled to receive: (1) an amount
equal to his base salary for twelve months, (2) an amount equal to the target
bonus for which he would have been eligible during the Company's fiscal year in
which he was terminated, within thirty (30) days of his execution of a
separation agreement, (3) immediate vesting of 100% of any unvested time-vested
equity awards held by him at such time, and (4) payment of the full amount of
all premiums for continued health benefits (including COBRA) under the Company's
health plans for a period of twelve (12) months following the termination.
Dr. Brenner and Mr. Duran each has agreed to assign to the Company all of his
rights in any Inventions, including all Intellectual Property Rights (as such
terms are defined in the employment agreements) that are made, conceived or
reduced to practice, in whole or in part, alone or with others, by him during
his employment with the Company and have agreed to certain non-compete and
non-solicitation terms.
There are no family relationships between Dr. Brenner and Mr. Duran and any of
the Company's directors or executive officers. In addition, except as set forth
above, neither Dr. Brenner nor Mr. Duran is a party to any transaction, or
series of transactions, required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
The descriptions of the Brenner Employment Agreement and Duran Offer Letter do
not purport to be complete and are qualified in its entirety by reference to the
Brenner Employment Agreement and Duran Offer Letter, copies of which are filed
as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
10.1 Employment Agreement dated January 18, 2021, by and between IBio, Inc.
and Dr. Martin Brenner (incorporated by reference to Exhibit 10.20 to
the Annual Report on Form 10-K for the year ended June 20, 2021 filed
by the Company with the Securities and Exchange Commission on September
28, 2021 File No. 001-35023).
10.2* Offer Letter by and between iBio, Inc. and Felipe Duran dated January
23, 2023
*Filed herewith
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