| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Chief Operating Officer and Changes to Officers
On December 9, 2024, the Board of Directors of Benitec Biopharma Inc. (the “Company”) appointed Sophie Mukadam as Chief Operating Officer of the Company, effective as of January 1, 2025. Sophie Mukadam will receive a base salary of $500,000 and a target annual bonus of 40% of base salary. In addition, Megan Boston, Executive Director of the Company, was confirmed as the Company’s Secretary and, effective as of January 1, 2025, as Chief Financial Officer of the Company. Ms. Boston will continue to serve as the Company’s principal financial officer and principal accounting officer.
Sophie Mukadam, 43, has served as the Company’s Associate Director, Program Management, since May 2021, and previously served as Senior Program Manager starting in May of 2019. Before joining the Company, she served as a Regulatory Affairs Associate at Regulatory Professionals, Inc. and as a regulatory consultant. Sophie Mukadam has a BA in Molecular and Cell Biology from the University of California, Berkeley, and a Certificate in Project Management for Biotechnology from the University of Washington and University of California, San Diego. Sophie Mukadam has no family relationship with any director or executive officer of the Company, and has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Grants of Executive Stock Options
On December 9, 2024 (the “Grant Date”), the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board) recommended that the Board approve, and the Board approved, grants to Dr. Jerel Banks, Chairman and Chief Executive Officer of the Company, and Ms. Boston of nonqualified stock options (the “Executive Options”) to purchase 2,310,000 and 720,000 shares, respectively, of the Company’s common stock pursuant to the Company’s 2020 Equity and Incentive Compensation Plan (as amended to date, the “Plan”). The Executive Options were granted at an exercise price of $12.18 per share, which equals the closing price of the Company’s common stock on the Grant Date. The Executive Options will become vested and exercisable in sixteen substantially equal quarterly installments on the last day of each full fiscal quarter of the Company ending after the Grant Date, with the first vesting date occurring on March 31, 2025, subject to the applicable executive’s continued service with the Company through the applicable vesting date. Upon the occurrence of a Change in Control (as defined in the Plan) any unvested portion of the Executive Options will become fully-vested and exercisable.
Changes to Base Salaries and Annual Target Bonuses
Also on December 9, 2024, the Compensation Committee approved increases of the base salaries of Dr. Banks and Ms. Boston to $667,000 and $415,000, respectively, each adjustment being effective as of January 1, 2025. The Compensation Committee further determined that the target annual discretionary bonus with respect to the Company’s 2025 fiscal year for Dr. Banks and Ms. Boston will be 55% and 40% of their base salary, respectively.