The Wet Seal, Inc. (WTSL) Names Edmond S. Thomas as CEO Sep 2, 2014 05:27PM

(a), (b), (c) and (e) On August 27, 2014, The Wet Seal's (NASDAQ: WTSL) Board of Directors voted to approve John D. Goodman’s Severance Agreement and Release with the Company (the “Severance Agreement”). Pursuant to such agreement, Mr. Goodman’s employment with the Company ended on August 26, 2014, at which time he resigned as the Company’s Chief Executive Officer (and principal executive officer) and from all other positions with the Company, including his position as a director on the Board of Directors. Subject to the terms of the Severance Agreement, Mr. Goodman will receive (i) a cash payment in the aggregate amount of $819,200 (less required legal deductions), payable within ten (10) business days of the date of the Severance Agreement, and (ii) the immediate vesting of 100,000 shares of restricted stock previously issued to Mr. Goodman that were unvested immediately prior to the execution of the Severance Agreement. In consideration for these payments and benefits, Mr. Goodman agreed to a general release of potential claims, acknowledged the forfeiture of 377,953 shares of restricted stock units and 161,699 shares of restricted stock and affirmed certain confidentiality obligations. Pursuant to the Severance Agreement, Mr. Goodman also agreed to reasonably cooperate with the Company on transition matters.

In addition, on August 27, 2014, the Company’s Board of Directors voted to appoint Mr. Edmond S. Thomas (age 61) to serve as the Company's Chief Executive Officer and to serve as a member of the Board of Directors. Mr. Thomas’s appointments will be effective on the date that his full-time employment with the Company commences, which is expected to be September 8, 2014.

Mr. Thomas most recently served as a partner of KarpReilly, LLC, a private investment firm focused on small to mid-size growth companies, from February 2011 to August 2014. Mr. Thomas previously served as President and Chief Executive Officer of our Company from October 2007 to January 2011. Mr. Thomas is currently a member of the board of directors of New York & Company, Inc.

Pursuant to the terms of the Employment Agreement dated as of August 27, 2014 between the Company and Mr. Thomas (the “Employment Agreement”), Mr. Thomas will be entitled to receive: (i) a base salary of nine hundred seventy-five thousand dollars ($975,000) (“Base Salary”), which may be adjusted as provided in the Employment Agreement; (ii) an annual performance bonus to be paid in accordance with the Company’s incentive plan, with a target award of 100% of Base Salary, and a maximum incentive opportunity of up to 200% of Base Salary; (iii) a signing bonus of seventy-five thousand dollars ($75,000), subject to pro rata repayment in the event Mr. Thomas resigns without “good reason” or is terminated for “cause” before the first anniversary of the date he commences full-time employment with the Company; (iv) two million five hundred thousand (2,500,000) performance stock units of the Company, subject to performance-based and time-based vesting restrictions (the “PSUs”); (v) one million five hundred thousand (1,500,000) restricted stock units of the Company, subject to time-based vesting restrictions (the “RSUs”); and (vi) vacation of 20 paid days per year and certain other benefits. Mr. Thomas will be entitled to participate in all employee benefit plans or programs of the Company generally available to its senior level executive employees, including life insurance, health, disability and dental insurance plans.

Subject to the terms of the applicable award agreement, the RSUs vest in three equal annual installments beginning on the first anniversary of the Grant Date, subject to the Mr. Thomas’s continuous employment or service with the Company through the applicable vesting date. Subject to the terms of the applicable award agreement, the PSUs become eligible for vesting in three equal tranches subject to the satisfaction of certain target share price levels with performance measured over the applicable time periods, subject to Mr. Thomas’s continuous employment or service with the Company through the applicable date that a determination is made with respect to the satisfaction of the applicable target share price. The target share appreciation targets for the Company’s common stock are as follows:

• Tranche 1: 125% of the Company’s stock price on Mr. Thomas’s start date, calculated as the trailing 20-day volume weighted-average price on the first anniversary of the grant date;

• Tranche 2: 125% of the target stock price in Tranche 1, calculated as the trailing 20-day volume weighted-average price on the second anniversary of the grant date; and

• Tranche 3: 125% of the target stock price in Tranche 2, calculated as the trailing 20-day volume weighted-average price on the third anniversary of the grant date.
The Award Shares will have accelerated vesting upon a “change of control” (as defined in the Employment Agreement) of the Company.
Upon termination by the Company “without cause” or by Mr. Thomas for “good reason” (other than on account of disability or following a “change in control”), Mr. Thomas will be entitled, subject to the terms and conditions of the Employment Agreement, to (i) receive his annual base salary paid on a salary continuation basis and (ii) the immediate vesting of his unvested

RSUs that are scheduled to vest at the next anniversary of his effective date. Upon a termination by the Company “without cause” or by Mr. Thomas for “good reason” following a “change in control”, Mr. Thomas will be entitled, subject to the terms and conditions of the Employment Agreement, to (i) a lump sum payment in an amount equal to his then current annual base salary, and (ii) immediate vesting of his unvested PSUs and RSUs. Upon a termination by the Company of Mr. Thomas “with cause”, Mr. Thomas will receive compensation and payment for any accrued and unpaid base salary and other accrued but unpaid benefits.

The foregoing summaries of the terms of (i) Mr. Edmond S. Thomas’s Employment Agreement and (ii) Mr. John D. Goodman’s Severance Agreement are qualified in their entirety by Mr. Thomas’s Employment Agreement and by the Severance Agreement, respectively, copies of which are filed herewith as Exhibits 10.1 and 10.2 to this Form 8-K, respectively.


In addition, on August 27, 2014 and in connection with Mr. Thomas’s employment, the Board adopted an amendment to Section 3.1 of the Company’s 2005 Stock Incentive Plan to provide for the issuance pursuant to the Stock Incentive Plan of up to 4,000,000 shares of the Company’s common stock for inducement grants made pursuant to Nasdaq Listing Rule 5635(c)(4).


Ironwood Pharmaceuticals (IRWD) Appoints New CFO & VP of Corp. Communications Sep 2, 2014 05:08PM

Ironwood Pharmaceuticals (Nasdaq: IRWD) announced the appointment of Thomas Graney as chief financial officer (CFO) and senior vice president of finance and corporate strategy, and the appointment of Lisa Adler as senior vice president of corporate communications. Prior to joining Ironwood, Mr. Graney served as worldwide vice president of finance and CFO of Ethicon, a global leader in surgical medical devices and a Johnson & Johnson (J&J) company. Ms. Adler previously served as vice president of corporate communications for Millennium: The Takeda Oncology Company. Michael Higgins, who was CFO and chief operating officer (COO) of Ironwood, has decided to leave the company but plans to remain as COO through December 2014 to ensure a smooth transition.

“As Ironwood executes on our strategy of building a leading GI company, we are judiciously adding new capabilities to enable continued growth while improving the effectiveness and productivity of the organization,” said Peter Hecht, chief executive officer of Ironwood. “We’re incredibly fortunate to have experienced industry leaders like Tom and Lisa join our executive team, and we look forward to their contributions as we seek to maximize the potential of our marketed and investigational medicines to create value for patients and for our fellow shareholders.”

“Michael has been instrumental in building Ironwood: he has been a critical force in setting our strategy and establishing the solid financial base on which we brought our first medicine to patients. He has decided to look for a greater challenge outside of Ironwood and will be missed,” Mr. Hecht added.

Prior to joining Ironwood, Mr. Graney spent 20 years working with J&J and its affiliates, most recently serving for four years as worldwide vice president of finance and CFO of Ethicon. In addition, Mr. Graney has extensive global experience that spans corporate development, commercial strategy, portfolio management and supply chain management. A Chartered Financial Analyst charterholder, Mr. Graney holds a B.S. in accounting from the University of Delaware and an M.B.A. in marketing, finance and international business from the Leonard N. Stern School of Business at New York University.

Ms. Adler brings to Ironwood more than 25 years of experience in corporate branding and healthcare communications, most recently serving as the vice president of corporate communications at Millennium Pharmaceuticals, now a part of Takeda Pharmaceutical Company Ltd. In this role, she designed and implemented global communications strategies to enhance the value of the company, its marketed products and its pipeline. Her responsibilities encompassed corporate reputation management, brand public relations, digital communications, investor relations, corporate social responsibility, patient advocacy and employee communications. Prior to joining Millennium, Ms. Adler held communications positions with Feinstein Kean Healthcare, a public relations agency and an Ogilvy PR Worldwide company, and with J&J. She holds a B.S. from the University of Massachusetts at Amherst.


AOL, Inc. (AOL) Appoints Brand Group CEO Lyne to Head The BBG Fund Sep 2, 2014 04:56PM

AOL, Inc. (NYSE: AOL) appointed Susan Lyne to lead The BBG Fund, a new venture fund focused on early stage investments in women-led consumer internet start-ups. The fund will make seed and Series A investments, with a focus on multiplatform media, services and commerce. AOL has a long and successful history of investing in women’s content: MAKERS, Thrive, Global Motherhood and the Cambio/Girls Who Code program all launched within AOL, which is consistently the leader in Comscore’s Lifestyle category. With this new initiative, AOL is investing in women as builders, part of a broader initiative to bring more women and girls into tech. Lyne, who was previously Executive Vice President and Chief Executive Officer of AOL’s Brand Group, will continue to be based at the company’s headquarters in New York City and will report to AOL Chairman & CEO, Tim Armstrong.

"As head of AOL Brands, I had the opportunity to contribute to the growth and profitability of our portfolio of premium brands,” said Lyne, President of The BBG Fund. “In my new role, I am looking forward to contributing in a different way. We have a huge megaphone at AOL so we can have an outsized impact on the way girls and women perceive their options, and on the breadth of entrepreneurial ideas that have a chance to compete. But this is also good business: women are the majority of users on the fastest-growing sites and services on the internet. We believe we can get strong returns by focusing on entrepreneurs who know the customer best.”

The challenges facing women in technology are real. Only 7% of venture funding goes to women entrepreneurs1, in part because only 4% of the partners at venture firms are women.2. 75% of consumer internet startups have zero women on the founding team; at enterprise software and hardware startups that number climbs to over 80%.3 And while the fraction of female CS graduates increased in 2013 to 14%, it is still significantly below 1984 levels.4 Organizations like Girls Who Code and Made With Code are leading a growing movement to change the gender equation, and AOL is committed to doing its part. The BBG Fund is part of a broader initiative that Lyne will introduce at Ad Week next month. Stay tuned for #BUILTBYGIRLS.

"Susan has done an excellent job in her time at AOL at a board and operating level, and we are excited to be putting her vast skills and expertise to work to replicate this success at The BBG Fund," said Tim Armstrong, Chairman & CEO of AOL. "AOL has a strong track record of investing in women, women's leadership, and we are adding to our investments in the most important space for women entrepreneurs. "

Since February 2013, Lyne has successfully overseen all aspects of AOL’s Brand Group growth strategy, including increasing traffic across properties, maximizing partnerships with advertisers and publishers, attracting top talent and returning the segment to profitability. Going forward Maureen Sullivan, President of Media Brands will continue to lead AOL.com as well as AOL’s lifestyle brands and money portfolio; Luke Beatty, President of Media Brands, will lead AOL’s technology, autos and entertainment properties as well as the Experimental Products team; and Arianna Huffington and Jimmy Maymann will continue to run The Huffington Post.

Before joining AOL, Lyne served as Chairman of Gilt Groupe, Inc. an online fashion and luxury brand retailer, since September 2010 and as Gilt’s Chief Executive Officer from September 2008 to September 2010. Prior to that, Susan served as President, Chief Executive Officer and director of Martha Stewart Living Omnimedia, Inc. from 2004 to 2008.

Before joining MSLO, Susan served in various positions at The Walt Disney Company, including President, ABC Entertainment from 2002 to 2004, Executive Vice President, Movies & Miniseries, ABC Entertainment from 1998 to 2002, and Executive Vice President, Acquisition, Development & New Business, Walt Disney Motion Picture Group, from 1996 to 1998. Prior to joining Walt Disney, she worked for News Corporation Ltd. and K-111 Communications as Founder, Editor-in-Chief & Publication Director, Premiere magazine.

Susan previously served on the AOL Board of Directors from December 2009 through 2013 and on the Board of Directors of CIT Group Inc. from 2006 until 2009. She currently serves on the Board of Directors of Gilt Groupe, Inc. and Starz, LLC.


Millennial Media (MM) Names New CFO Sep 2, 2014 04:46PM

Millennial Media (NYSE: MM) announced the appointment of Andrew Jeanneret as Executive Vice President and Chief Financial Officer. Jeanneret has served as the Company’s Senior Vice President of Accounting and Chief Accounting Officer since 2011. He will continue to work out of the company’s Baltimore-based headquarters and report directly to President and CEO Michael Barrett.

Bringing more than 20 years of financial leadership across publicly traded companies in the digital advertising and healthcare industries, Jeanneret will be responsible for the continued building and shaping of the Company’s long-term financial structure and accounting systems. Prior to joining Millennial Media, he served as Chief Financial Officer at Dialysis Corporation of America. Jeanneret has also held senior level finance and accounting roles at Guilford Pharmaceuticals and Life Technologies. He began his career with Coopers & Lybrand, LLP. Jeanneret is a Certified Public Accountant.

“Andrew is an integral part of this company and will continue to bring critical knowledge, judgment and experience to the executive team,” said Barrett. “I’m confident in Andrew’s abilities to shape and communicate our financial strategy and direction as we continue to grow Millennial Media’s independent, open mobile platform.”

“We are still in the early stages of mobile advertising and Millennial Media has a tremendous opportunity ahead,” said Jeanneret. “I’m thrilled to be part of this company and this team, and I look forward to growing our foundational capabilities and capitalizing on our unique market position.”

Jeanneret received a BS from Boston College and a MBA from The George Washington University.


Epizyme (EPZM) CFO Rhodes Resigns Sep 2, 2014 04:31PM

Epizyme, Inc. (Nasdaq: EPZM) announced that Jason Rhodes, President and Chief Financial Officer, has resigned from the company, effective September 30, 2014. Mr. Rhodes, who has served on Epizyme’s leadership team since 2010, will be joining a venture capital firm. The Company has a search underway to identify a new chief financial officer, and Mr. Rhodes has agreed to assist Epizyme in an advisory capacity through the end of 2014 to ensure a smooth transition.

“During these past four years, Epizyme has successfully grown from a venture-backed, research-stage company to a well-financed, clinical-stage public company. Today, there are more than 80 extraordinary people at Epizyme pursuing our mission of creating personalized therapeutics for patients with genetically defined cancers. We have two ongoing clinical programs with multiple proof of concept studies, a strong product platform and pipeline, strategic collaborations with GSK, Celgene, Eisai, Abbott and Roche Molecular Systems and a strong financial position with $232.1 million in cash, cash equivalents and accounts receivable as of the end of the second quarter of 2014”, said Robert Gould, Ph.D., Chief Executive Officer. “Jason has been instrumental in charting our strategic course and building the business to this point. I am deeply and personally grateful for his contributions and partnership, and everyone here at Epizyme wishes Jason the best as he moves on to the next stage in his career.”

“With world-class science and leadership, an exceptional organization and a strong balance sheet, I believe Epizyme is well-positioned to realize its vital mission. I have been very fortunate to have had the opportunity to work with Robert and everyone here and am proud of Epizyme’s progress in creating innovative new therapeutics for cancer patients and value for shareholders. I look forward to Epizyme’s continued success,” said Mr. Rhodes.


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