CTI BIOPHARMA CORP : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Appointment of Senior Vice President and Chief Commercial Officer

On February 28, 2022, CTI BioPharma Corp. (the “Company” or “CTI”) appointed James K. Fong as the Company’s Senior Vice President and Chief Commercial
Officer.

Mr. Fong, age 60, previously served as CTI’s Senior Vice President, U.S.
Commercial Operations and E.U. General Manager and Vice President, Commercial
Operations and E.U. General Manager since September 2012. Mr. Fong is an
experienced global commercial operations leader. At CTI, he has led the launch
and commercialization efforts for VONJO™. Previously at CTI, from December 2007
to August 2012, he led the U.S. commercialization efforts for ZEVALIN® (acquired
by Spectrum Pharmaceuticals) and pre-launch activities for PIXUVRI® (acquired by
Servier), for which he also led the commercialization and launch in the E.U.
Prior to CTI, Mr. Fong was National Sales Director at CV Therapeutics, where he
led a 250-person sales team in the successful launch of RANEXA® and also held
the positions of Director of Marketing, Sales Operations and Training. Prior to
CV Therapeutics, he held roles of increasing responsibility at Daiichi Sankyo
and Pharmacia Upjohn, primarily focused on sales leadership and market access
across the therapeutic areas of oncology, metabolic and cardiovascular. He
received his B.A. in Psychology from the University of California, Los Angeles
(UCLA).

On March 1, 2022, the Company entered into an offer letter with Mr. Fong pursuant to which he will serve as the Company’s Senior Vice President and Chief
Commercial Officer (the “Offer Letter”). The Offer Letter provides that Mr. Fong will receive an annualized base salary of $410,000 (the “Base Salary”) and is
eligible to earn year-end performance bonuses with a target bonus opportunity of
40% of his Base Salary (the “Bonus”). The Bonus may exceed the target in cases
of exceptional performance. Mr. Fong is eligible to participate in employee
benefit plans and programs generally available to the Company’s employees. In
addition, he was granted an option to purchase 210,000 shares of the Company’s
common stock with a grant date fair value of $481,614 at an exercise price equal
to the fair value of the Company’s common stock on The Nasdaq Capital Market on
September 23, 2021. The shares underlying the option vest and become exercisable
as follows: one quarter of the underlying shares each anniversary of
February 28, 2022, subject to Mr. Fong’s continued service to the Company. The
equity awards were made under the Company’s Amended and Restated 2017 Equity
Incentive Plan. The foregoing summary of the Offer Letter does not purport to be
a complete description of the Offer Letter and is qualified in its entirety by
reference to the full text of the Offer Letter, a copy of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.

In connection with Mr. Fong’s appointment as Senior Vice President and Chief
Commercial Officer, the Company and Mr. Fong also entered into an Amendment to
the Severance Agreement by and between the Company and Mr. Fong, dated as of
January 6, 2015 (as amended, the “Severance Agreement”). The Severance Agreement
provides, among other things, that if Mr. Fong’s employment with the Company is
terminated for any reason, the Company shall pay Mr. Fong: (i) any accrued but
unpaid Base Salary and any reimbursement for expenses incurred in accordance
with the Company’s expense reimbursement policies; and (ii) one and one-half of Mr. Fong’s Base Salary and an amount equal to four months of the COBRA premium
applicable to Mr. Fong. The foregoing description of the Severance Agreement is
qualified in its entirety by reference to the full text of the agreement, which
is attached as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K.

Mr. Fong previously entered into an Employee Invention and Proprietary
Information Agreement. Mr. Fong will enter into the Company’s standard form of
indemnity agreement, which was previously filed by the Company as Exhibit 10.1
to the Company’s Form 8-K filed on January 24, 2018.

There are no arrangements or understandings between Mr. Fong and any other
persons pursuant to which he was appointed as Senior Vice President and Chief
Commercial Officer of the Company. There are no family relationships between Mr. Fong and any director or executive officer of the Company, and he has no
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.


Exhibit
Number       Description

10.1*+         Offer Letter, by and between CTI BioPharma Corp. and James K. Fong,
             dated as of March 1, 2022

10.2*+         Severance Agreement, by and between CTI BioPharma Corp. and James K.
             Fong, dated as of January 6, 2015

10.3*+         Amendment to Severance Agreement, by and between CTI BioPharma Corp.
             and James K. Fong, dated as of March 1, 2022

104          Cover Page Interactive Data File (embedded with the Inline XBRL
             document)



* Filed herewith.


+ Indicates management contract or compensatory plan.

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