| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Chief Medical Officer
On October 2, 2023, Aura Biosciences, Inc. (the “Company”) announced that J. Jill Hopkins, M.D., will serve as the Company’s Chief Medical Officer and President of Research & Development, effective as of October 16, 2023 (the “Effective Date”).
Dr. Hopkins, age 59, brings over 30 years of cross-sector experience in ophthalmology, spanning clinical care, academia, education, industry, advocacy and innovation to the Company. Prior to joining the Company, Dr. Hopkins previously served as Senior Vice President, Global Head of Ophthalmology and Exploratory Development at Novartis, a pharmaceutical company, from November 2021 to October 2023 and Chief Executive Officer of Gyroscope Therapeutics Limited (“Gyroscope”), a Novartis company engaging in clinical-stage gene therapy development, from December 2021 to October 2023. Prior to joining Novartis and Gyroscope, Dr. Hopkins worked at Roche-Genentech, a biotechnology company, in roles of increasing responsibility, including most recently as Global Head of Ophthalmology Personalized Health Care from 2018 to 2021. Before Roche-Genentech, Dr. Hopkins spent more than 20 years in clinical retinal research and academic practice at the University of Toronto, University of Southern California and Retina-Vitreous Associates Medical Group. Dr. Hopkins holds an M.D. from McMaster University and completed her Ophthalmology residency at the University of Toronto. She has completed fellowships in Retinal Disease from Moorfields Eye Hospital in London UK and in Visual Electrophysiology from the Universities of Toronto and Ottawa. Dr. Hopkins is board certified in Ophthalmology from the American Board of Ophthalmology and the Royal College of Surgeons Canada.
In connection with her appointment as Chief Medical Officer and President of Research & Development, Dr. Hopkins entered into an employment agreement with the Company (the “Employment Agreement”) effective as of the Effective Date. Pursuant to the Employment Agreement, Dr. Hopkins will be paid an annual base salary of $525,000. Following the end of each calendar year, Dr. Hopkins will be eligible to receive a discretionary annual performance bonus with a target of 50% of her then annual base salary based upon the Board’s assessment of the Company’s achievement of its performance goals and Dr. Hopkins’ continued employment with the Company. Dr. Hopkins will receive a sign-on bonus of up to $200,000 in connection with the commencement of her employment with the Company. In the event that Dr. Hopkins’ employment is terminated by the Company without “Cause” or by Dr. Hopkins for “Good Reason” (each as defined in the Employment Agreement), subject to her execution of a release within 60 days of such termination, Dr. Hopkins will be entitled to receive (i) continuation of her annual base salary for nine months and (ii) subject to Dr. Hopkins’ timely election to continue COBRA health coverage and copayment of premium amounts at the applicable active employees’ rate, a monthly cash payment equal to the amount that the Company would have paid to provide health insurance to Dr. Hopkins for nine months.
The Company will grant Dr. Hopkins an option to purchase 200,000 shares of the Company’s common stock at the fair market value as determined on the date of the grant based on the closing price of the Company’s common stock on The Nasdaq Global Market. The stock options will vest as follows: 25% shall vest and become exercisable on the first anniversary of the Effective Date, and 2.0834% shall vest and become exercisable on a monthly basis thereafter over the following 36 months, subject to Dr. Hopkins’ continued service as of each vesting date. The Company will also grant Dr. Hopkins 135,000 restricted stock units, which will vest as follows: 25% shall vest on the 15th of the month following the first anniversary of the Effective Date (the “First Vesting Date”), and 25% shall vest on each of the first year anniversary, second year anniversary, and third year anniversary of the First Vesting Date, subject to Dr. Hopkins’ continued service as of each vesting date. The stock options and restricted stock units will be granted pursuant to the Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) and subject to a stock option agreement and an restricted stock award agreement, respectively.
In addition, Dr. Hopkins will enter into an indemnification agreement with the Company, the form of which was filed with the Securities and Exchange Commission as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-260156) on October 25, 2021, pursuant to which the Company may be required, among other things, to indemnify Dr. Hopkins for certain expenses (including reasonable attorneys’ fees), judgments, fines, penalties, excise taxes and settlement amounts actually and reasonably incurred by her in any action or proceeding arising out of her service as an officer of the Company.
There are currently no arrangements or understandings between Dr. Hopkins and any other person pursuant to which Dr. Hopkins will be appointed as Chief Medical Officer and President of Research & Development of the Company and there are no family relationships between Dr. Hopkins and any of the Company’s directors or executive officers. There are currently no transactions in which Dr. Hopkins has an interest requiring disclosure under Item 404(a) of Regulation S-K.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.