Business Context and Reporting Period
This Form 8-K Current Report was filed by Syndax Pharmaceuticals, Inc. on July 6, 2020, regarding events occurring on July 6 and July 7, 2020. The filing addresses a significant leadership transition within the company's executive management team.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements and employment terms.
Material Changes
- Departure of CFO: Richard P. Shea notified the company of his intention to retire and resign as Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and Treasurer, effective July 6, 2020.
- Appointment of New CFO: Daphne Karydas was appointed as Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and Treasurer, effective July 13, 2020. She had previously served as a financial advisor since May 12, 2020.
- Transition Plan: Mr. Shea will remain to assist with the transition through July 31, 2020, followed by an 18-month advisory period.
Guidance, Outlook, and Compensation Details
The filing details the specific compensation packages for the incoming and outgoing CFOs:
- Ms. Karydas (Incoming CFO):
- Annual base salary: $425,000.
- Annual target bonus: 40% of base salary (pro-rated for 2020).
- Sign-on bonus: $50,000, payable March 1, 2021 (subject to repayment if she resigns voluntarily within one year).
- Equity: One-time grant of options to purchase 215,000 shares. Vesting begins 25% after one year, then monthly over 36 months.
- Severance: 9 months base salary plus health benefits for termination without cause/good reason; 12 months base salary plus 100% target bonus and full equity acceleration in connection with a change in control.
- Mr. Shea (Outgoing CFO):
- Advisory fee: $4,000 per month for 18 months (increases to $6,000 per month if he declines COBRA health coverage).
- Health benefits: Company pays COBRA premiums for Mr. Shea and dependents during the advisory term.
- Equity: Existing stock option vesting continues uninterrupted during the advisory term. Full acceleration of vesting and exercisability occurs upon a change in control.
Investor Verification Checklist
- Verify the effective date of Ms. Karydas' employment (July 13, 2020) and the completion of the transition period with Mr. Shea (July 31, 2020).
- Confirm the vesting schedule and exercise price for the 215,000 stock options granted to Ms. Karydas.
- Review the full text of the Employment Agreement and Advisory Agreement, which are referenced as exhibits to be filed in the subsequent Form 10-Q.
- Monitor the company's cash burn rate given the new compensation obligations, as this filing does not disclose current liquidity levels.