Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Chief Financial Officer, Treasurer, principal financial officer and principal accounting officer
On February 7, 2024, the Company announced the appointment of Jean M. Franchi as Chief Financial Officer and Treasurer, effective February 7, 2024 (the “Effective Date”). Ms. Franchi succeeds Joanne Bryce, who, as previously announced by the Company, will depart from her role as Chief Financial Officer and Treasurer, effective as of the Effective Date. Effective as of the Effective Date, Ms. Franchi will serve as the Company’s principal financial officer and principal accounting officer.
Ms. Franchi, aged 57, previously served as the Chief Financial Officer of Replimune Group, Inc., a biotechnology company, from December 2019 to June 2023. From August 2017 to May 2019, Ms. Franchi served as the Chief Financial Officer of Merrimack Pharmaceuticals, Inc., a biopharmaceutical company. From August 2015 to July 2017, she served as Chief Financial Officer, Treasurer and Secretary at Dimension Therapeutics, Inc., a biotechnology company. From February 2012 to July 2015, Ms. Franchi served as Chief Financial Officer at Good Start Genetics, Inc., a molecular genetics information company. From 1995 to 2011, Ms. Franchi held various positions at Sanofi S.A., including Senior Vice President of Corporate Finance, Senior Vice President of Business Unit Finance, and Vice President of Finance and Controller, Product Line and International Group. Ms. Franchi holds a B.B.A. from Hofstra University.
In connection with Ms. Franchi’s appointment as Chief Financial Officer, the Company and Ms. Franchi entered into an employment agreement (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, Ms. Franchi will receive an annual base salary of $515,000 and a one-time signing bonus of $75,000, and will be eligible for an annual bonus with a target amount of 40% of her base salary. Further, as a material inducement to Ms. Franchi’s acceptance of employment with the Company, the Company’s Board of Directors (the “Board”) will grant to Ms. Franchi an option to purchase 55,000 shares (the “Options”) of the Company’s common stock, with 25% of the Options vesting and becoming exercisable on the first anniversary of the Effective Date, and the balance of the Options vesting in equal monthly installments over 36 months thereafter, subject to Ms. Franchi’s continued employment with the Company. In addition, the Board will grant to Ms. Franchi a restricted stock unit award for 36,666 shares of the Company’s common stock (the “RSUs” and, together with the Options, the “Inducement Awards”), with such RSUs vesting 25% on each of the first, second, third and fourth anniversaries of the vesting date as set by the Company policy, subject to Ms. Franchi’s continued employment with the Company. The Inducement Awards are being made pursuant to a stand-alone Option inducement award agreement and a stand-alone RSU inducement award agreement, as applicable, in each case outside of the Company’s Amended and Restated 2021 Stock Option and Incentive Plan and in accordance with NASDAQ Listing Rule 5635(c)(4). Ms. Franchi is also eligible to participate in the Company’s employee benefit plans available to its employees, subject to the terms of those plans.
There are no family relationships between Ms. Franchi and any other director, executive officer or nominees thereof of the Company. There are no related party transactions between the Company and Ms. Franchi that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The foregoing description of the material terms of the Employment Agreement does not purpose to be complete and is qualified in its entirety by reference to Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
Appointment of Chief Operating Officer
On February 7, 2024 (the “Promotion Date”), the Company announced that Jonathan Yu, the Company’s previous Chief Business Officer, was promoted to serve as the Company’s Chief Operating Officer. In connection with his promotion and effective as of the Promotion Date, Mr. Yu will serve as the Company’s principal operating officer.