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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 8, 2020 (the “Effective Date”), the Board of Directors (the “Board”) of Savara Inc. (“Savara”) appointed Matthew Pauls as Chief Executive Officer (“CEO”) of Savara. Mr. Pauls will continue in his role as Chairman.
Mr. Pauls, age 50, has served as Chairman and Interim CEO of Savara since September 2020 and as a member of Savara’s Board since April 2017. Additional biographical information concerning Mr. Pauls can be found in Savara’s definitive Proxy Statement dated April 15, 2020, related to the 2020 Annual Meeting of Stockholders, and such information is incorporated herein by reference. There are no family relationships between Mr. Pauls and any director or executive officer of Savara, and Mr. Pauls has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment as CEO, Savara and Mr. Pauls entered into an amended and restated employment agreement on the Effective Date (the “Amended Employment Agreement”). Under the terms of the Amended Employment Agreement, Mr. Pauls will receive an annual base salary of $560,000 and will be eligible to receive an annual performance-based bonus of up to 50% of his base salary, subject to achieving performance objectives established by the Board. Subject to Board approval, Mr. Pauls will receive a grant of an option to purchase 500,000 shares of Savara’s common stock, which will vest in 16 equal quarterly installments following the Effective Date, subject to his continued employment with Savara or service on the Board. Mr. Pauls is entitled to severance benefits in the event (i) Savara terminates his employment without “cause” (as defined in the Amended Employment Agreement) or as a result of his disability; or (ii) he resigns from such employment for “good reason” (as defined in the Amended Employment Agreement). The foregoing description of the Amended Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 8.01. Other Events.
On December 10, 2020, Savara issued a press release announcing the top line results of its Phase 3 AVAIL clinical trial, its executive leadership change, and an update on changes to its pipeline and business operations.
A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
|10.1||Amended and Restated Executive Employment Agreement, dated December 8, 2020, between Savara Inc. and Matthew Pauls|
|99.1||Press Release dated December 10, 2020|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 10, 2020
a Delaware corporation
Chief Financial Officer