Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officer.
On December 12, 2016, Intellia Therapeutics, Inc. (the
Company) announced the appointment of Graeme Bell, age 49, as Executive Vice President, Chief Financial Officer of the Company, effective December 12, 2016 (the Effective Date).
Mr. Bell previously served as Executive Vice President and Chief Financial Officer of Anacor Pharmaceuticals, Inc. (Anacor)
from June 2015. Mr. Bell joined Anacor from Merck & Co., Inc. (Merck), where he served from 2010 as its Vice President, Country Chief Financial Officer of U.S. Market, responsible for the financial oversight and support of
Mercks U.S. pharmaceutical and vaccine business. Prior to his most recent role with Merck, Mr. Bell served in a number of positions of increasing responsibility at Merck, including as its Global Pharmaceutical Franchises Controller from
2009 to 2010, Country Chief Financial Officer of U.K. from 2008 to 2009 and Global Head of Investor Relations from 2004 to 2008. Mr. Bell has a MBA from Durham University (UK) and is a Fellow of the Chartered Institute of Management Accountants
(CIMA).
In connection with his employment, the Company entered into an Employment Agreement, December 12, 2016 (the
Employment Agreement), which sets forth certain terms of Mr. Bells employment. There are no other arrangements or understandings between Mr. Bell and any other persons pursuant to which he was selected as the
Companys Executive Vice President, Chief Financial Officer, effective as of the Effective Date. Additionally, there are no transactions involving the Company and Mr. Bell that the Company would be required to report pursuant to
Item 404(a) of Regulation S-K.
Pursuant to the terms of the Employment Agreement, Mr. Bell will receive an annual base salary
of $400,000. In addition, he will be eligible to receive an annual performance bonus targeted at up to 40% of his annual base salary and reimbursement of up to $100,000 in documented relocation expenses. The actual performance bonus percentage is
discretionary and will be subject to the Boards assessment of Mr. Bells performance as well as general business conditions at the Company. Mr. Bell will not receive an annual performance bonus for fiscal year 2016.
The Employment Agreement further provides that the Board will grant Mr. Bell a stock option to purchase 210,000 shares of the
Companys common stock (the Option Grant) under the Companys stock incentive plan (the Plan). Mr. Bell will be also be eligible to participate in all customary employee benefit plans or programs of the Company
generally available to the Companys full-time employees and/or executive officers.
Additionally, the Employment Agreement provides
that Mr. Bells employment with the Company is at will and may be terminated by either party at any time for any or no reason or cause. In the event Mr. Bells employment is terminated without cause or Mr. Bell terminates
his employment for good reason, then he will be eligible to receive (i) compensation in an amount equal to nine months of his then current base salary plus any incentive compensation earned as determined by the Board or the Compensation
Committee of the Board, (ii) subject to his election of Consolidated Omnibus Budget Reconciliation Act (COBRA) health continuation coverage and copayment of premium amounts at the active employee rate, up to nine months of the
remainder of COBRA premium coverage and (iii) nine months of accelerated vesting on all outstanding equity incentive awards to the extent subject to time-based vesting, except as otherwise provided in the applicable stock-based award agreement
pursuant to which such stock-based awards were granted. In the event that within 12 months following the date of a change of control Mr. Bells employment is terminated without cause or Mr. Bell terminates his employment for good
reason, then in lieu of the foregoing severance benefits, Mr. Bell shall be entitled to receive (i) a lump sum in cash in an amount equal to one times the sum of his then current base salary plus his target annual incentive compensation
for the then-current year, (ii) subject to his election of COBRA health continuation coverage and copayment of premium amounts at the active employee rate, cash payment for up to 12 months of the remainder of COBRA premium coverage,
(iii) 100% acceleration of all time-based equity awards held as of the date of termination except as otherwise provided in the applicable stock-based award agreement pursuant to which such stock-based awards were granted. All references to
cause, good reason and change in control are as defined in the Employment Agreement.
The Employment
Agreement is in substantially the same form as the Companys form of Employment Agreement for executive officers. The foregoing description of the Employment Agreement is qualified in its entirety by reference to such form of Employment
Agreement for executive officers, a copy of which was filed as Exhibit 10.15 to Amendment No. 3 to the Companys Registration Statement on Form S-1 (File No. 333-210689) filed with the Securities and Exchange Commission on
April 27, 2016.
In addition, on December 12, 2016, Sapna Srivastava, Ph.D informed the Company that she will
be resigning from her position as Chief Financial and Strategy Officer as of December 12, 2016, after which time she will serve as an employee advisor to the Company through March 31, 2017.
Mr. Bell will succeed Dr. Srivastava as the Companys Principal Financial Officer effective as of the Effective Date.