Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b)
Resignation of Daniel N. Swisher, Jr. as Interim Chief Financial Officer
On November 30, 2017, Daniel N. Swisher, Jr. resigned as the Interim Chief Financial Officer of Sunesis Pharmaceutical, Inc. (the
Company
). Mr. Swisher will remain as the Companys Chief Executive Officer, President, and Corporate Secretary.
(c)
Appointment of William P. Quinn as Chief Financial Officer, Senior Vice President, Finance and Corporate Development
On November 29, 2017 (the
Effective Date
), the board of directors of the Company (the
Board
) appointed William P. Quinn as the Companys Chief Financial Officer, Senior Vice President, Finance and Corporate Development and to serve as the Companys principal financial officer and principal
accounting officer, effective as of November 30, 2017.
Mr. Quinn, age 47, served as the President and Chief Executive Officer of Bullet
Biotechnology, Inc. from September 2011 to November 2017. Bullet Biotechnology, Inc. is a private biotechnology company developing products that improve a patients immune systems ability to fight cancer. He previously worked at Jazz
Pharmaceuticals, a NASDAQ-listed pharmaceutical company, from March 2003 to June 2011, most recently as Executive Director of Corporate Development, where he led corporate development, investor relations, partnering, mergers and acquisitions, and
strategy functions for Jazz. Prior to that, Mr. Quinn worked as Chief Operating Officer and Chief Financial Officer at Novation Biosciences, a biotechnology company, and as an Associate Partner at Mobius Venture Capital, an early-stage venture
capital fund. Since March 2011, Mr. Quinn has serves on the Board of A Foundation Building Strength, a
non-profit
dedicated to finding treatments for Nemaline Myopathy. Mr. Quinn holds a B.A. in
Japanese Language, an M.A. in Japanese Literature, and an M.B.A., all from Stanford University.
There are no arrangements or
understandings between Mr. Quinn and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship between Mr. Quinn and any of the Companys other directors or executive
officers.
Offer Letter with Mr. Quinn
In connection with his appointment as Chief Financial Officer, Senior Vice President, Finance and Corporate Development, Mr. Quinn and the
Company entered into an offer letter, effective as of November 30, 2017.
Pursuant to the terms of his offer letter,
Mr. Quinns employment is at will and may be terminated at any time by the Company or Mr. Quinn. Under the terms of the offer letter, Mr. Quinn is entitled to receive an annual base salary of $380,000, a
one-time
sign-on
bonus equal to $15,000 and an annual target bonus of 35% of his annual base salary beginning in 2018, subject to approval of the Board. In accordance with the
offer letter, Mr. Quinn was also granted an option to purchase 232,500 shares of our common stock on November 30, 2017. 25% of the shares subject to the option will vest on November 30, 2018, the first anniversary of the Effective
Date, and the remaining shares vest in 36 equal monthly installments thereafter, until either the option is fully vested or Mr. Quinns employment ends, whichever occurs first. The option will be governed in all respects by the terms of a
stock option agreement, grant notice, and applicable plan documents in forms previously approved by the Board. Pursuant to his offer letter, Mr. Quinn also entered into a Confidential Information and Invention Assignment Agreement and an
Indemnification Agreement, in substantially the form of the Form of Indemnification Agreement filed as Exhibit 10.2 to the Companys Annual Report on Form
10-K
for the period ended December 31, 2016,
with the Company.
The foregoing description of Mr. Quinns offer letter is not complete and is qualified in its entirety by
reference to the offer letter, which will be filed as an exhibit to the Companys Annual Report on Form
10-K
for the period ended December 31, 2017.