Business Context and Reporting Period
This Form 8-K was filed by Syndax Pharmaceuticals, Inc. on March 6, 2018, reporting events that occurred on March 1, 2018. The filing addresses Item 5.02 regarding the departure of directors or certain officers, election of directors, appointment of certain officers, and compensation arrangements of certain officers.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation details.
Executive Compensation Details
| Executive | 2017 Cash Bonus | 2018 Base Salary | 2018 Bonus Target | 2018 Option Grant |
|---|---|---|---|---|
| Briggs W. Morrison, M.D. (CEO) | $204,500 | $566,073 | 50% | 200,000 shares |
| Michael A. Metzger (President & COO) | $182,900 | $506,375 | 50% | 125,000 shares |
| Michael L. Meyers, M.D., Ph.D. (SVP, CMO) | $132,700 | $412,000 | 40% | 75,000 shares |
Equity Terms: Options have an exercise price of $9.40 per share (closing price on March 1, 2018), a 10-year term, and vest monthly over 48 months commencing February 8, 2018.
Material Changes
The filing reports the approval of 2017 cash bonuses, 2018 annual base salaries (effective January 1, 2018), and 2018 bonus targets for named executive officers. Additionally, annual equity incentive awards were granted under the 2015 Omnibus Incentive Plan.
Guidance, Outlook, and Risks
The filing text does not provide financial guidance, outlook, management commentary on business performance, risks, contingencies, or unusual items. The document is limited to the disclosure of compensation arrangements.
Investor Verification Checklist
- Verify the total cash compensation cost for 2017 and 2018 for the named executives.
- Confirm the dilution impact of the 400,000 total stock options granted.
- Review the 2015 Omnibus Incentive Plan to understand the full scope of equity incentives.
- Check subsequent filings for actual performance against the 2018 bonus targets.