PART III
Item 10. Directors and Executive Officers of the Registrant
Directors
The section entitled “Election of Directors” in the Company’s
definitive proxy statement for its 2005 Annual Meeting of Shareholders, which
the Company intends to file with the Securities and Exchange Commission on or
before October 10, 2005, is hereby incorporated by reference.
Executive Officers
The following is a list of the executive officers of the
Company and their positions with the Company. Each individual executive
officer serves at the pleasure of the Board of Directors.
Name |
|
|
|
Age |
|
Positions with the Company |
Mitchel Sayare, Ph.D. |
|
57 |
|
Chairman of the Board of Directors, Chief Executive Officer and President |
||
Walter A. Blattler, Ph.D. |
|
55 |
|
Executive Vice President, Science and Technology |
||
Daniel M. Junius |
|
53 |
|
Senior Vice President and Chief Financial Officer |
||
John M. Lambert, Ph.D. |
|
54 |
|
Senior Vice President, Pharmaceutical Development |
||
Pauline Jen Ryan |
|
38 |
|
Senior Vice President, Corporate Development and Operations |
||
The background of each executive officer is as follows:
Mitchel Sayare, Chief Executive Officer since 1986, a Director since 1986 and Chairman of the Board of Directors since 1989, joined the Company in 1986. From 1986 to July 1992 and currently since 1994, Mr. Sayare has served as President of the Company. From 1982 to 1985, Mr. Sayare was Vice President for Development at Xenogen, Inc., a biotechnology company specializing in monoclonal antibody-based diagnostic systems for cancer. From 1977 to 1982, Mr. Sayare was Assistant Professor of Biophysics and Biochemistry at the University of Connecticut. He holds a Ph.D. in Biochemistry from Temple University School of Medicine.
Walter A. Blattler, Ph.D., elected a Director in September 1995, served as Vice President, Research and Development from 1987 to October 1994 and as Senior Vice President, Research and Development from October 1994 to October 1996. Since October 1996, Dr. Blattler has served as Executive Vice President, Science and Technology. Dr. Blattler joined the Company in October 1987. From 1981 to 1987, Dr. Blattler was chief scientist for the ImmunoGen-supported research program at Dana-Farber Cancer Institute. Dr. Blattler received his Ph.D. from the Swiss Federal Institute of Technology in Zurich in 1978.
Daniel M. Junius, Senior Vice President and Chief Financial Officer joined the Company in May, 2005. Mr. Junius served as Executive Vice President and Chief Financial Officer of New England Business Service (NEBS) from 1998 until 2004. Prior to NEBS, Mr. Junius was Vice President and Chief Financial Officer at Nashua Corporation, which he joined in 1984 and where he held financial management positions of increasing responsibility before becoming Chief Financial Officer in 1996. Mr. Junius holds a Masters of Business Administration from Northwestern University’s Kellogg School of Management.
John M. Lambert, Ph.D., Senior Vice President, Pharmaceutical Development since 2000, joined the Company in 1987. Dr. Lambert served as the Company’s Senior Director of Research from October 1994 to November 1996 and Vice President, Research and Development from 1996 to 2000. Prior to joining ImmunoGen, Dr. Lambert was Assistant Professor of Pathology at the Dana-Farber Cancer Institute, where he worked on the research program supported by ImmunoGen. Dr. Lambert received his Ph.D. in Biochemistry from Cambridge University in England.
Pauline Jen Ryan, Senior Vice President, Corporate Development and Operations since 2004, was previously Vice President, Business Development from 2000 to 2004 and Senior Director, Business Development from 1999 to 2000, and had rejoined the Company in May of 1999. From 1998 to 1999, Ms. Ryan was a Vice President of Capital Management Consulting, Inc., a biomedical consulting firm. From 1994 to 1997, she was Director of Business Development of Organogenesis, Inc., a biotechnology company. Ms. Ryan holds a Masters of Business Administration from Northwestern University’s Kellogg School of Management.
The section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive proxy statement for its 2005 Annual Meeting of Shareholders is hereby incorporated by reference.
Information required by this Item with respect to our code of corporate conduct and code of ethics can be found in Item 1 of this report under the heading “The Company.”
Item 11.
Executive Compensation
The sections entitled “Executive Compensation” and “Employment
Contracts, Termination of Employment and Change in Control Agreements” in
the Company’s definitive proxy statement for its 2005 Annual Meeting
of Shareholders are hereby incorporated by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
The section entitled “Security Ownership of Certain Beneficial Owners
and Management” in the Company’s definitive proxy statement for
its 2005 Annual Meeting of Shareholders is hereby incorporated by reference.
Set forth in the table below is certain information regarding the number of shares of Common Stock that were subject to outstanding stock options or other compensation plan grants and awards at June 30, 2005.
Equity Compensation Plan Information
|
|
|
(a) |
|
|
(b) |
|
|
(c) |
|
|||||||
Plan category |
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
|
|
Weighted-average exercise price of outstanding options, warrants and rights |
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|
|||||||
Equity compensation plans approved by security holders(1) |
|
|
5,862 |
|
|
|
$ |
6.73 |
|
|
|
1,021 |
|
|
|||
Equity compensation plans not approved by security holders |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
Total |
|
|
|
5,862 |
|
|
|
|
$ |
6.73 |
|
|
|
|
1,021 |
|
|
(1) These plans consist of the Restated Stock Option Plan and the 2001 Non-Employee Director Stock Plan.
Item 13. Certain Relationships
and Related Transactions
The section entitled “Certain Transactions” in the Company’s
definitive proxy statement for its 2005 Annual Meeting of Shareholders
is hereby incorporated by reference.
Item 14. Principal
Accountant Fees and Services
The section entitled “Independent Auditors” in the Company’s
definitive proxy statement for its 2005 Annual Meeting of Shareholders is hereby
incorporated by reference.
