SEC filings of public companies tell investors a great deal more than any press release. That’s certainly the case of the corporate maneuverings surrounding the departure of Pozen’s founder and CEO that was disclosed June 2.

In fact, an agreement worth at least $7.6 million was in place with the new CEO as of May 31, and a “voting agreement” surrounding the departure of John Plachetka was signed on May 29 by well-known biotech industry leader Kenneth Lee – the lead director of Pozen’s board.

By the way, in agreeing NOT to fight back with a possible age discrimination charge, he is scheduled to get $500,000.

The Chapel Hill-based pharmaceutical firm has insisted that Plachetka retired. Meanwhile, its new leaders are well on their way to forming a new company and aim to raise a total of $350 million with the launching of a road show this month designed to build off capital already raised for the new venture complete with new name – and much more.

On Tuesday, Pozen noted that losses for the quarter spiked in large part due to a whopping $7.6 million buyout package for Plachetka.

And he will continue to cash out for a while with scheduled bonuses, according to his separation agreement.

For example:

  • Plachetka was to continue to receive full pay through August even though he has no “authority to manage the affairs of the Company or otherwise take action of behalf of the company.”
  • He was to receive a bonus of $678,350 within 90 days.
  • Under the company’s “long-term incentive plan,” Plachetka was to receive $920,833.
  • Plachetka also received more than cash – All unvested stock “shall be deemed fully vested.”
  • An additional $1 million was to be paid in a lump sum; it is due within 90 days of the separation agreement.
  • Plus, if the FDA approves Pozen’s next drug, he gets $1 million in stock.
  • Then there is a $708,334 bonus if the drug is approved before year’s end. Amounts are smaller if FDA approval is delayed.
  • And another $500,000 bonus was to be paid within 90 days if the “ADEA Release” [Age Discrimination in Employment Act] terms are met.

Inside the filing

An excerpt from the SEC filing is now available at WTW.

Complete details of the financials related to Plachetka’s departure as published in the SEC filing: at: