Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Departure of Chief Executive Officer; Resignation of Director
On December 19, 2024, the Board of Directors (the “Board”) of AlloVir, Inc. (the “Company”) determined that Diana Brainard, MD will no longer serve as the Company’s Chief Executive Officer and “principal executive officer,” effective as of December 19, 2024 (the “Separation Date”). Dr. Brainard resigned as a director of the Company, also effective as of the Separation Date. Dr. Brainard’s resignation did not result from any disagreement with the Company on any matter relating to its operations, policies or practices.
In connection with Dr. Brainard’s separation, the Company and Dr. Brainard entered into a Separation Agreement and Release (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement and to the terms of that certain Executive Employment Agreement by and between the Company and Dr. Brainard, the Company has agreed to provide certain benefits to Dr. Brainard, including the following: (i) a lump sum in cash in an amount equal to 36 months of Dr. Brainard’s current base salary, (ii) a lump sum in cash in an amount equal to 100% of Dr. Brainard’s target bonus for the current year, (iii) a lump sum payment of $100,000 for completion of the proposed merger between the Company and Kalaris Therapeutics, Inc., as previously disclosed, (iv) reimbursement for any monthly COBRA premium payments for up to 18 months, and (v) acceleration of vesting of any unvested equity awards. In order to receive the foregoing benefits, Dr. Brainard executed a general release in favor of the Company.
The preceding summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference
Appointment of Chief Executive Officer and Principal Executive Officer
Effective as of December 19, 2024 (the “Appointment Date”), the Company also announced that the Board appointed Vikas Sinha, the Company’s current President, Chief Financial Officer and “principal financial officer,” as the Company’s Chief Executive Officer and “principal executive officer.”
Mr. Sinha, age 61, has served as the Company’s President and Chief Financial Officer since January 2019. Mr. Sinha has over 20 years’ experience working in executive finance roles in the life sciences industry. Mr. Sinha is Co-Founder and Chief Financial Officer of ElevateBio LLC. He also serves as a board member for ElevateBio LLC since February 2018. From 2005 to 2016, Mr. Sinha was the Chief Financial Officer of Alexion Pharmaceuticals, Inc. (Nasdaq: ALXN), a biotechnology company, where he was responsible for finance, business development, strategy, investor relations and IT. Prior to joining Alexion, Mr. Sinha held various positions with Bayer AG in the United States, Japan, Germany and Canada, including Vice President and Chief Financial Officer of Bayer Pharmaceuticals Corporation in the United States and Vice President and Chief Financial Officer of Bayer Yakuhin Ltd. in Japan. Mr. Sinha serves as a Non-Executive Director of the board of directors of Verona Pharma PLC (Nasdaq: VRNA) and previously served as a member of the board of directors of Bain Capital Life Sciences