UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 19, 2016
Calithera Biosciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36644 | 27-2366329 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 343 Oyster Point Blvd., Suite 200 South San Francisco, California |
94080 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (650) 870-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
2015 Performance Bonus Program
On January 19, 2016, the Board of Directors of Calithera Biosciences, Inc., upon the recommendation of the Compensation Committee, certified the achievement of Calithera’s corporate and individual performance goals under our 2015 performance bonus program. The 2015 annual performance bonuses for each of the named executive officers, other than Dr. Susan Molineaux, was based upon the achievement of corporate performance goals (80%) and individual performance goals (20%), which the Board of Directors determined was appropriate in order to reinforce the importance of integrated and collaborative leadership. Dr. Susan Molineaux’s annual performance bonus was based solely upon the achievement of corporate performance goals. The corporate performance goals related to the advancement of our clinical trials and preclinical programs, business and corporate development objectives, collaboration objectives and financial management objectives. The individual performance goals consisted of a subjective assessment of each named executive officer’s individual contributions to Calithera. The Board of Directors determined that we had achieved 80% of the corporate performance goals and, based upon the recommendation of management, determined that each named executive officer, other than Dr. Susan Molineaux, had achieved 100% of their individual performance goals. As a result, Dr. Susan Molineaux was awarded 80% of her 2015 target bonus and each other named executive officer was awarded 84% of their 2015 target performance bonus. The following table sets forth the 2015 performance bonuses which will be paid during 2016:
| Name |
2015 Performance Bonus Award |
|||
| Susan Molineaux, Ph.D. |
$ | 176,000 | ||
| President and Chief Executive Officer |
||||
| William D. Waddill |
$ | 95,550 | ||
| Senior Vice President, Chief Financial Officer, Treasurer and Secretary |
||||
| Mark K. Bennett, Ph.D |
$ | 92,610 | ||
| Senior Vice President, Research |
||||
| Eric B. Sjogren, Ph.D |
$ | 92,610 | ||
| Senior Vice President, Drug Discovery |
||||
| Christopher J. Molineaux, Ph.D. |
$ | 92,620 | ||
| Sr. Vice President, Development |
||||
2016 Performance Bonus Plan and Salary Increases
On January 19, 2016, the Board of Directors, upon the recommendation of the Compensation Committee, approved annual salaries and target performance bonus percentages for our 2016 performance bonus program for our named executive officers. The 2016 annual performance bonuses for each named executive officer, other than Dr. Susan Molineaux, will be based upon the achievement of corporate performance goals (80%) and individual performance goals (20%). Dr. Susan Molineaux’s annual performance bonus will be based solely upon the achievement of corporate performance goals. The corporate performance goals will relate to the advancement of our clinical trials and preclinical programs, business and corporate development objectives, collaboration objectives and financial management objectives. The individual performance goals will consist of a subjective assessment of each named executive officer’s individual contributions to Calithera. The following table sets forth the base salary and target bonuses for 2016:
| Name |
2016 Base Salary | Total 2016 Target Performance Bonus as a Percentage of Base Salary |
Total 2016 Target Performance Bonus Amount |
|||||||||
| Susan Molineaux, Ph.D. |
$ | 475,000 | 50 | % | $ | 237,500 | ||||||
| President and Chief Executive Officer |
||||||||||||
| William D. Waddill |
$ | 345,000 | 35 | % | $ | 120,750 | ||||||
| Senior Vice President, Chief Financial Officer, Treasurer and Secretary |
||||||||||||
| Mark K. Bennett, Ph.D. |
$ | 326,000 | 35 | % | $ | 114,100 | ||||||
| Senior Vice President, Research |
||||||||||||
| Eric B. Sjogren, Ph.D. |
$ | 326,000 | 35 | % | $ | 114,100 | ||||||
| Sr. Vice President, Drug Discovery |
||||||||||||
| Christopher J. Molineaux, Ph.D. |
$ | 326,000 | 35 | % | $ | 114,100 | ||||||
| Sr. Vice President, Development |
||||||||||||
SIGNATURES
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.
| Calithera Biosciences, Inc. | ||||||
| Dated: January 22, 2016 | ||||||
| By: | /s/ William D. Waddill | |||||
| William D. Waddill | ||||||
| Senior Vice President, Chief Financial Officer, Treasurer and Secretary | ||||||