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IDIX > SEC Filings for IDIX > Form 8-K on 14-Feb-2014All Recent SEC Filings




Change in Directors or Principal Officers

Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

(e) At a meeting of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Idenix Pharmaceuticals, Inc. (the "Company") held on February 10, 2014, the Committee authorized the payment of annual bonus and equity awards to the Company's executive officers (other than Ronald C. Renaud, Jr., the Company's President and Chief Executive Officer) identified below for services rendered during the year ended December 31, 2013.

Additionally, the Committee approved annual base salaries and targets for cash bonus and equity incentives for 2014 for each of these executive officers. The Committee proposed a recommendation to the Company's Board regarding Mr. Renaud's annual bonus and equity awards for services rendered during 2013 and his base salary and targets for cash bonus and equity incentives for 2014.

At a subsequent meeting of the Board held on February 11, 2014, the Board authorized the payment of an annual bonus award and the grant of the equity award to Mr. Renaud for services rendered during the year ended December 31, 2013 and approved his annual base salary and targets for cash bonus and equity incentives for 2014 based upon the Committee's recommendation.

For fiscal 2013, overall corporate performance was less than 100%. The Compensation Committee determined to approve a total cash incentive bonus pool of 65% of the aggregate target cash incentive bonus pool. This percentage was applied to the cash incentive bonuses of the Company's named executive officers, including Mr. Renaud. Other than for Mr. Renaud, the actual cash performance incentive award for an executive officer is determined according to the named executive officer's level of achievement and performance category against the corporate objective and such executive's individual objectives. Due to the expectations uniquely associated with his position as president and chief executive officer, Mr. Renaud's cash incentive award is based solely on the achievement of corporate goals and objectives. Furthermore, the Board determined not to increase Mr. Renaud's base salary for 2014 and the Compensation Committee determined not to increase base salaries for any of the other named executive officers, other than Ms. Beckman. The Committee and the Board's respective determinations were made following a comprehensive review of market data provided by an independent compensation consultant and the level of achievement of both corporate and individual performance goals for the year ended December 31, 2013.

Identified below is the 2013 cash bonus award and 2014 annual base salary, target cash bonus and equity incentive data with respect to each of the Company's "named executive officers" (as used in Instruction 4 to Item 5.02 of Form 8-K), other than Dr. David Standring, the Company's former Chief Scientific Officer and Dr. Jacques Dumas, the Company's current Chief Scientific Officer. Dr. Standring ceased to be an officer of the Company on September 9, 2013. Dr. Dumas joined the Company in January 2014 and therefore did not earn any cash bonus for 2013. Furthermore, his base salary and targets for cash bonus and equity incentives for 2014 were previously disclosed in a Current Report on Form 8-K, dated December 30, 2013 on file with the Securities and Exchange Commission. For each named executive officer, the 2013 cash bonus was based on the Company's performance of corporate goals related to preclinical, clinical, regulatory, financial and strategic targets. In addition to these corporate goals, which were applicable to all of the Company's executive officers, individual performance goals specific to executive officers were also considered.

Each executive officer named below is a party to a written employment arrangement with the Company. These agreements and arrangements have been filed as exhibits to the Company's annual and quarterly reports on file with the Securities and Exchange Commission. These arrangements provide for the annual payment of bonuses in a range from zero to 200% of the target bonus amount, dependent upon achievement of the previously determined performance goals. The bonus targets for each officer were established in the respective employment arrangements. To the extent that such bonus targets increase, the newly increased bonus target amount becomes the minimum bonus target amount for all future periods remaining during the term of the employment arrangement. The Committee may, in its discretion, review the target bonus and target option award for the executive officers named below at any time during the calendar year.

                                                     2013                                      2014
                                                                                              Target         Target
                                                            Option                           Bonus (%        Option
                                                             Grant              Base         of base          Award
Named Executive Officer                  Cash Bonus       (shares)(1)          Salary        salary)        (shares)
Ronald C. Renaud, Jr.                   $    215,000           400,000 (2)    $ 550,000             60 %      350,000
President and Chief Executive Officer
Daniella Beckman                             101,000           100,000 (2)      345,000             50 %      100,000
Senior Vice President, Chief
Financial Officer and Treasurer
Douglas Mayers                                99,000           100,000 (2)      380,000             50 %      120,000
Executive Vice President and Chief
Medical Officer
Maria Stahl                                   92,000           100,000 (2)      340,000             50 %      100,000
Senior Vice President, General

(1) The options have been granted pursuant to our stock incentive plans and are evidenced by stock option agreements that been approved by the Committee. The terms and conditions of these awards are substantially consistent with those granted to other employees of the Company. These terms and conditions are set forth in the employment agreements or arrangements between the Company and the respective officer.

(2) The option vests in 48 equal monthly installments beginning on February 28, 2014.

Additional information regarding compensation of executive officers will be included in the Company's proxy statement to be filed in connection with its 2014 Annual Meeting of Stockholders to be held on June 5, 2014.

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