Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Dale Curtis Hogue, Jr. as Interim Chief Executive Officer
On January 20, 2024, the board of directors (the “Board”) of Alaunos Therapeutics, Inc. (the “Company”) appointed Dale Curtis Hogue, Jr. as Interim Chief Executive Officer of the Company, effective January 20, 2024. Mr. Hogue will continue serving on the Board.
Mr. Hogue, age 54, has worked for over 20 years in various roles on both the buy- and sell-side covering biotechnology and pharmaceutical equities. Most recently, he founded Dune Lake Capital, a family office focused on the healthcare industry. Mr. Hogue spent almost eight years as a senior analyst at Discovery Capital Management, where he covered global healthcare stocks including US therapeutics, Japanese pharmaceuticals and European pharma and biotech. Early in his career, he worked as a research scientist and as a patent examiner at the US Patent and Trademark Office. Mr. Hogue holds an MBA from Duke University, an MS in Biotechnology from Johns Hopkins University and a BS in Physics from James Madison University. Mr. Hogue has served on the Board since December 29, 2023.
Mr. Hogue has no family relationship with any director or officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. There is no arrangement or understanding between him and any other person pursuant to which he was selected as an officer. Other than the Company’s standard indemnification agreement with each director, there are no transactions between Mr. Hogue and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Employment Agreement
On January 21, 2024, the Company entered into an employment agreement (the “Agreement”) with Mr. Hogue, governing the terms of his employment as the Company’s Interim Chief Executive Officer.
Under the Agreement, Mr. Hogue will receive an annual base salary of $250,000. Mr. Hogue was granted an option to purchase 600,000 shares of common stock of the Company, with an exercise price equal to $0.12. The option shall vest with respect to 50,000 shares on each monthly anniversary of the grant date, subject to Mr. Hogue’s continued employment by the Company through such date. Any shares which have not vested by the time Mr. Hogue is no longer employed by the Company will be forfeited. Such option grant will be governed by the Company’s 2020 Equity Incentive Plan and the standard form of stock option agreement adopted thereunder.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ending December 31, 2023.