Verastem, Inc. (VSTM): CEO Michael Bailey appointed

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Chief Executive Officer Transition
On October 12, 2026, Daniel W. Paterson notified
the Board of Directors (the “Board”) of the Company of his decision to retire as President and Chief Executive Officer of
the Company, effective January 1, 2027 (the “Effective Date”). Mr. Paterson intends to continue to serve on the Company’s
Board as a Class III director. His term will expire at the Company’s 2027 annual meeting of stockholders. In connection with the
retirement of Mr. Paterson, Michael Bailey, 61, will be appointed to the position of President and Chief Executive Officer as of the Effective
Date. In connection with his appointment, Mr. Bailey will continue to serve as a Class II director. His term will expire at the Company’s
2029 annual meeting of stockholders.
The terms of Mr. Bailey’s compensation and
employment arrangements as Chief Executive Officer will be established prior to the Effective Date and will be disclosed in an amendment
to this Current Report on Form 8-K once finalized. Additionally, the Company expects that Mr. Paterson will serve as a consultant, with
such service beginning on or around the Effective Date. The terms of Mr. Paterson’s consulting arrangements are expected to be established
prior to the Effective Date.
There are no arrangements or understandings between
Mr. Bailey and any other person pursuant to which he was selected as an officer of the Company. There are no family relationships between
Mr. Bailey and any director or executive officer of the Company, and Mr. Bailey has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Bailey served as president and chief executive
officer of AVEO Pharmaceuticals, Inc. (“AVEO”), an LG Chem Ltd. company from January 2015 to June 2026, and has served as
a member of its board of directors since January 2015. Prior to appointment as president and chief executive officer, Mr. Bailey served
as chief business officer of AVEO from June 2013 to January 2015 and as chief commercial officer from September 2010 to June 2013. Prior
to joining AVEO, Mr. Bailey served as senior vice president, business development and chief commercial officer at Synta Pharmaceuticals
Corp., a biopharmaceutical company focused on research, development and commercialization of oncology medicines, from August 2008 to September
2010. From 1999 to 2008, Mr. Bailey worked at ImClone Systems Incorporated (“ImClone”), a biopharmaceutical company focused
on the development and commercialization of treatments for cancer patients. During his nine-year tenure at ImClone, he was responsible
for commercial aspects of the planning and launch of ERBITUX® (cetuximab) across multiple oncology indications, as well as new product
planning for the ImClone development portfolio, which included CYRAMZA® (ramucirumab) and PORTRAZZA® (necitumumab). In addition,
Mr. Bailey was a member of the strategic leadership committees for ImClone and its North American and worldwide partnerships and led its
commercial organization, most recently as senior vice president of commercial operations. Prior to his role at ImClone, Mr. Bailey managed
the cardiovascular new products development portfolio at Genentech, Inc., a biotechnology company, from 1997 to 1999. Mr. Bailey started
his career in the pharmaceutical industry as part of Smith-Kline Beecham’s executive marketing development program, where he held
a variety of commercial roles from 1992 to 1997, including sales, strategic planning and product management. Mr. Bailey received a B.S.
in psychology from St. Lawrence University and an M.B.A. in international marketing from Mendoza College of Business at University of
Notre Dame and continued his executive education in Finance at Harvard Business School and Board of Director Leadership at Wharton School
of Business.