Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 19, 2021, Dynavax Technologies Corporation (the "Company") appointed
Kelly MacDonald as its Senior Vice President, Chief Financial Officer, and
Principal Financial Officer, effective upon her start date, which is expected to
be March 1, 2021. The Company previously announced the planned retirement of its
current Chief Financial Officer, Michael Ostrach, who will continue with the
Company as a strategic advisor to assist with the transition.
Ms. MacDonald, age 36, joins Dynavax from Ironwood Pharmaceuticals, Inc.
("Ironwood") where she spent nearly eight years and held roles of increasing
responsibility. In her final role at Ironwood Ms. MacDonald served as Chief
Accounting Officer and Vice President, Finance where she led the Company's
corporate accounting and finance processes, enterprise risk management, treasury
and capital allocation strategy. While at Ironwood, she also had various other
finance and accounting managerial roles where she provided financial advice on
the company's strategic planning, accounting policies, R&D portfolio management,
global business development, product launches and commercial execution. Prior to
joining Ironwood, Ms. MacDonald spent nearly seven years at
PriceWaterhouseCoopers, LLP, ultimately serving as a Manager in the Health
Industries Assurance Practice, primarily serving clients in life sciences and
technology sectors.
Ms. Macdonald is a CPA and holds a Master of Business Administration from the
Isenberg School of Management at the University of Massachusetts and a Bachelor
of Science in Accounting from Fairfield University.
In connection with Ms. MacDonald's appointment as the Company's Chief Financial
Officer, the Company and Ms. MacDonald entered into an Employment Agreement
("Agreement"), setting forth the primary compensation elements of her
employment. Under the terms of the Agreement, Ms. MacDonald is entitled to the
following compensation and benefits: (i) an annual base salary of $375,000, (ii)
an annual targeted bonus of 50% of her base salary, subject to achievement of
personal and corporate objectives, (iii) a $15,000 one-time signing bonus,
subject to repayment if she voluntarily leaves the Company within 12 months of
her start date, (iv) relocation assistance, and (v) and participation in the
employee benefit plans generally made available to senior officers of the
Company. As a material inducement to Ms. MacDonald to join the Company, she will
also receive an option covering 350,000 shares from the Company's 2021
Inducement Award Plan, with a strike price equal to the fair market value of the
Company's common stock on the date of grant. One-third of the shares subject to
the option will vest on the one-year anniversary of grant, and the remainder
will vest 1/36 per month until fully vested, subject at all times to her
continued employment at the Company.
The Company intends to enter into its standard form of indemnification agreement
with Ms. MacDonald. A form of the indemnification agreement was previously filed
by the Company as Exhibit 10.19 to its Form 10-K filed on March 11, 2020. The
Company also intends to enter into its standard form of Management Continuity
and Severance Agreement ("MCSA") with Ms. MacDonald, in substantially the form
filed by the Company with its Quarterly Report on Form 10-Q filed on August 7,
2019 (No. 001-34207)
Ms. MacDonald was not appointed as the Company's Chief Financial Officer
pursuant to any arrangement or understanding with any other person. Ms.
MacDonald does not have any family relationships with any executive officer or
director of the Company and she is not a party to any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
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