Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Appointment of Richard Katz
On January 23, 2021, the Board of Directors of Allena Pharmaceuticals, Inc. (the Company) appointed Richard Katz to serve as
the Companys Chief Financial Officer, effective January 29, 2021 (the Effective Date). Dr. Katz will also serve as the Companys Principal Financial Officer and Principal Accounting Officer. On February 2, 2021,
the Company issued a press release announcing Dr. Katzs appointment. A copy of the press release has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Prior to his appointment to the Company, Dr. Katz served as Chief Financial Officer at Liquidia Technologies, Inc., a late-stage
clinical biopharmaceutical company, from May 2019 to August 2020. Prior to Liquidia, he served as Vice President and Chief Financial Officer of Argos Therapeutics, Inc., an immuno-oncology company, from July 2016 until November 2018, when Argos
Therapeutics filed a petition for relief under chapter 11 in the Bankruptcy Court for the District of Delaware, and served as a consultant to Argos Therapeutics from November 2018 until May 2019. Prior to joining Argos Therapeutics, Dr. Katz
served as Chief Financial Officer for Viamet Pharmaceuticals, Inc., a biopharmaceutical company, from February 2012 to May 2016. Dr. Katz also served as Chief Financial Officer at Icagen, Inc., a biopharmaceutical company, from April 2001 to
November 2011, where he was instrumental in the companys initial public offering and subsequent financings, the formation of several strategic collaborations, and the companys sale to Pfizer. Dr. Katz began his career as a vice
president in the healthcare investment banking group at Goldman Sachs & Company, where he executed a broad range of transactions, including equity and debt financings, mergers and acquisitions and corporate restructurings. Dr. Katz
holds a Bachelor of Arts from Harvard University, a medical degree from Stanford University School of Medicine and an M.B.A. from Harvard Business School.
On January 29, 2021, the Company entered into an Employment Agreement with Dr. Katz (the Employment Agreement). Pursuant
to the terms of the Employment Agreement, Dr. Katz will receive an initial annual base salary of $395,000 and is eligible to earn an annual cash incentive award based on performance with a target value equal to 40% of his annual base salary. Dr
Katz will also be eligible to participate in the Companys employee benefit programs and plans.
The Employment Agreement further
provides that if Dr. Katzs employment is terminated by the Company without Cause (as defined in the Employment Agreement) or Dr. Katz resigns for Good Reason (as defined in the Employment Agreement), he will be entitled to receive:
(i) an amount equal to the sum of (A) nine (9) months of his annual base salary plus (B) nine (9) months of his target annual incentive compensation for the year preceding the date of termination and (ii) if Dr. Katz is
enrolled in the Companys health care program immediately prior to the date of termination and properly elects to receive COBRA benefits, nine months of COBRA premiums for himself and his eligible dependents at the Companys normal rate of
contribution for employees for coverage at the level in effect immediately prior to the date of termination (or a monthly cash payment in lieu thereof if the Company determines it cannot pay such amounts without potentially violating applicable
law). Payment of the Severance Payments shall immediately cease if Dr. Katz breaches the terms of the Restrictive Covenants Agreement between him and the Company.
In lieu of the severance payments and benefits set forth above, in the event Dr. Katzs employment is terminated by the Company
without Cause or he resigns for Good Reason, in either case within 12 months following a Change in Control (as defined in the Employment Agreement), he will be entitled to receive: (i) a lump sum cash amount equal to one times the sum of
(A) 12 months of his then current base salary plus (B) nine (9) months of his target annual cash incentive compensation for the year of termination, (ii) a prorated portion of his target annual cash incentive compensation for the
year in which termination occurs, (iii) if Dr. Katz is enrolled in the Companys health care program immediately prior to the date of termination and properly elects to receive COBRA benefits, 12 months of COBRA premiums for
himself and his eligible dependents at the Companys normal rate of contribution for employees for coverage at the level in effect immediately prior to the date of termination (or a monthly cash payment in lieu thereof if the Company determines
it cannot pay such amounts without potentially