| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 7, 2024, the board of directors (the “Board”) of XOMA Corporation, a Delaware corporation (the “Company”), appointed Owen Hughes, previously Interim Chief Executive Officer, to serve as the Company’s Chief Executive Officer and to continue serving as principal executive officer and a director, effective immediately.
In connection with this appointment, the Company and Mr. Hughes entered into an amendment and restatement of Mr. Hughes’ employment agreement (the “Amended and Restated Employment Agreement”), pursuant to which his annual base salary was increased to $575,000 and his initial target annual cash bonus amount was increased to 60% of his base salary, subject to the achievement of annual performance milestones to be established by the Board. Under the Amended and Restated Employment Agreement, Mr. Hughes is eligible to receive upon a termination by the Company in certain circumstances that is not within the 2 months before or the 12 months following a change in control: (i) 1.0 times his annual base salary, (ii) payment of any bonus amount earned but unpaid for the year prior to the year of termination, (iii) payment of a pro-rata portion of the target bonus that he would have earned for the year in which the termination occurs, (iv) subsidized continued health coverage for up to 12 months, and (v) 12 month outplacement services not to exceed $15,000. In addition, upon a termination by the Company in certain circumstances, occurring within the 2 months before or the 12 months following a change in control, Mr. Hughes is eligible to receive: (i) 2.0 times his annual base salary, (ii) payment of any bonus amount earned but unpaid for the year prior to the year of termination, (iii) payment of 2.0x the target bonus in effect for the year in which the termination occurs, (iv) subsidized continued health coverage for up to 24 months, (v) the immediate acceleration of 100% of his equity-based awards and (vi) 12 month outplacement services not to exceed $15,000. Pursuant to the Amended and Restated Employment Agreement, on January 9, 2024, the Company granted Mr. Hughes a target award of 275,000 performance share units that will vest upon the Company’s achievement of specified stock price performance conditions established by the Board and which are granted pursuant to, and are subject to the terms and conditions of, the Company’s Amended and Restated 2010 Long Term Incentive and Stock Award Plan.
There is no arrangement or understanding between Mr. Hughes and any other person pursuant to which he was appointed as an officer or director of the Company; there is no family relationship between Mr. Hughes and any of the Company’s directors or other executive officers; and Mr. Hughes is not a party to any transactions of the type that would require disclosure under Item 404(a) of Regulation S-K. In addition, the information required by Items 401(b) and (e) of Regulation S-K was previously reported on the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 4, 2023.
The foregoing summary of the terms and conditions of Mr. Hughes’ employment does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Employment Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
| Item 7.01 |
Regulation FD Disclosure. |
In connection with the foregoing, Mr. Hughes stepped down as Executive Chairman of the Board, and Jack Wyszomierski, previously the Company’s Lead Independent Director, was appointed as the Company’s Chairman of the Board, effective January 7, 2024.