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Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2023
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Change in Control Arrangements

On February 27, 2024, several of our named executive officers entered into amendments to their employment agreements providing, in part, for increases in their change in control benefits. For Mr. Metzger, in the event of an involuntary termination without cause or resignation for good reason within three (3) months prior to, or within twelve (12) months following, a change in control, he will receive (i) an amount equal to 24 months of base salary, payable in a lump sum, (ii) an amount equal to 24 months of the target annual incentive award, payable in a lump sum, and (iii) continuation of health benefits for 24 months. For Drs. Gallagher and Madigan and Messrs. Albrecht and Goldan, in the event of an involuntary termination without cause or resignation for good reason within three (3) months prior to, or within twelve (12) months following, a change in control, each will receive (i) an amount equal to 18 months of base salary, payable in a lump sum, (ii) an amount equal to 18 months of the target annual incentive award, payable in a lump sum, and (iii) continuation of health benefits for 18 months.

 

 

Trading Arrangements

During our last fiscal quarter, none of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408 for the purchase or sale of our securities, except as set forth below:

Name and Title

Type of Plan

Adoption Date

Duration or End Date

Aggregate Number of Securities to be Sold

 

Description of Trading Arrangement

Michael Metzger - Chief Executive Officer and Director (1)

Rule 10b5-1 trading arrangement

01/05/2023

12/22/2023

 

100,000

 

Sales of shares intended to satisfy the affirmative defense of Rule 10b5–1(c)

Briggs W. Morrison, M.D. - Director (1)

Rule 10b5-1 trading arrangement

02/09/2023

12/06/2023

 

466,167

 

Sales of shares intended to satisfy the affirmative

 

 

 

 

 

 

 

defense of Rule 10b5–1(c)

(1) Termination of Rule 10b5-1 trading arrangement, each of which the reporting person terminated prior to the sale of all plan securities.
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Michael Metzger [Member]  
Trading Arrangements, by Individual  
Name Michael Metzger [1]
Title Chief Executive Officer and Director
Rule 10b5-1 Arrangement Adopted true
Adoption Date 01/05/2023
Rule 10b5-1 Arrangement Terminated true
Termination Date 12/22/2023
Aggregate Available 100,000
Briggs W. Morrison [Member]  
Trading Arrangements, by Individual  
Name Briggs W. Morrison [1]
Title M.D. - Director
Rule 10b5-1 Arrangement Adopted true
Adoption Date 02/09/2023
Rule 10b5-1 Arrangement Terminated true
Termination Date 12/06/2023
Aggregate Available 466,167
[1] Termination of Rule 10b5-1 trading arrangement, each of which the reporting person terminated prior to the sale of all plan securities.