UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Medical Officer
On August 16, 2024, Loretta Itri, M.D. notified the board of directors of the Company (the “Board”) that her employment as Chief Medical Officer will cease effective October 1, 2024.
The Board has determined that Dr. Itri’s pending cessation of employment is a voluntary resignation. However, in addition to the severance benefits that Dr. Itri will be entitled to receive for a voluntary resignation pursuant to her executive employment agreement with the Company, in recognition of her services to the Company, the Compensation Committee of the Board (the “Compensation Committee”) has determined to provide her with the following additional severance benefits, in each case in accordance with the terms of her employment agreement and the Company’s established policies: (i) continuing payments of severance pay for a period of 12 months equal to the sum of (A)(x) 100% of Dr. Itri’s base salary rate, as in effect on the date of termination, plus (y) 100% of Dr. Itri’s target bonus for 2024 (which will not be prorated for partial 2024 service), divided by (B) 12; and (ii) reimbursement of COBRA premiums for a period of 18 months from the date of termination or, alternatively, a lump sum payment equal to the aggregate amount of such COBRA reimbursements.
Additionally, the Compensation Committee approved a consulting arrangement between the Company and Dr. Itri pursuant to which, following the cessation of her employment, she will provide 10 hours of consulting and advisory services to the Company per month in exchange for a monthly retainer of $8,000. The consulting arrangement will have an initial three-month term, which may be renewed for subsequent three-month terms upon 30 days’ notice. Dr. Itri will continue to vest in her outstanding Company equity awards in accordance with their terms for the duration of time that she continues to serve as a consultant.
Departure of Executive Chairman
On August 20, 2024, Neil Desai, Ph.D, was notified that his employment as Executive Chairman of the Company will cease on October 1, 2024. Dr. Desai will be entitled to receive the severance benefits set forth in his amended and restated executive employment agreement, in accordance with the terms thereof and the Company’s established policies.
At the request of the Board, Dr. Desai will continue to serve as a member of the Board. Dr. Desai will continue to vest in his outstanding Company equity awards in accordance with their terms for the duration of time that he continues to serve on the Board.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 22, 2024
| /s/ Scott Giacobello |
| Scott Giacobello |
| Chief Financial Officer |