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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Departure of Steven Engle as Chief Executive
Officer and Director
On April 27, 2021, Steven Engle, the Chief
Executive Officer of CohBar, Inc. (the “Company”) and member of the Company’s Board of Directors (the “Board”),
resigned from such roles effective as of the same date.
In connection with Mr. Engle’s departure,
the Company expects to enter into a separation agreement with Mr. Engle consistent with the terms of his employment agreement.
Appointment
of Joseph Sarret as Chief Executive Officer and Director
On
April 26, 2021, the Board appointed Dr. Joseph J. Sarret as the Company’s Chief Executive Officer and a member of its Board, effective
as of May 3, 2021 (the “Effective Date”).
Dr.
Sarret, 53, served as Chief Business Officer of Corium International, Inc., a commercial-stage
biopharmaceutical company, from April 2015 to June 2019. Prior to that, Dr. Sarret served as Senior Vice President, Strategic Accounts
at Solazyme, Inc., a renewable oils company, from March 2014 to December 2014. From June 2013 to December 2013, Dr. Sarret served as
Chief Executive Officer and a member of the board of directors of Sevident, Inc., a biotechnology company. From August 2005 to August
2012, Dr. Sarret served in various roles at Codexis, Inc., a biotechnology company, including as Senior Vice President, Chief Business
Officer, and President, Pharmaceutical Services and Enzyme Products. Prior to Codexis, Dr. Sarret practiced corporate and transactional
law with Latham & Watkins, LLP, and served as Attending Physician and Acting Medical Director for the HIV Clinic at the University
of California, San Francisco Medical Center. Dr. Sarret received his bachelor’s degree from Stanford University, his M.D. from
the University of California, San Francisco School of Medicine, and a J.D. from Stanford Law School.
In connection with his appointment, we entered into
an Executive Employment Agreement with Dr. Sarret effective as of May 3, 2021 (the “Agreement”). Dr. Sarret’s initial
base salary under the Agreement is $450,000 annually. Dr. Sarret will also be eligible for an annual bonus with a target amount of up
to 50% of his annual base salary, payable based on achievement of performance goals. Dr. Sarret will also be granted stock options to
purchase up to an aggregate of 2,600,000 shares of our common stock (the “Time-Based Option Award”). The shares subject to
the Time-Based Option Award will become vested and exercisable in installments based on Dr. Sarret’s continued employment with respect
to 25% of the shares on the one-year anniversary of the vesting commencement date and in 36 equal monthly installments thereafter, such
that the Time-Based Option Award will be fully vested on the four-year anniversary of the vesting commencement date. Additionally, Dr.
Sarret will also be granted stock options to purchase up to 1,300,000 shares of common stock, which will vest pursuant to certain performance
criteria to be determined by the Board.
The Agreement entitles Dr. Sarret to certain severance
payments and other benefits if his employment is terminated by us without “cause,” or upon his resignation for “good
reason,” each as defined in the Agreement. Upon any such termination of Dr. Sarret’s employment, he would be entitled to a
severance payment equal to 100% of his then current base salary, a prorated amount of his target bonus for the then-current fiscal year,
and reimbursement for any COBRA coverage elected by Dr. Sarret for himself and his covered dependents through the earlier of (i) 12 months
following such termination and (ii) the date Dr. Sarret and his covered dependents become eligible for coverage under another employer’s
plans. If Dr. Sarret’s termination without “cause” or resignation with “good reason” occurs within 12 months
following a change in control of the Company, then he would be entitled to receive a severance payment equal to 100% of his then current
base salary plus 100% of his target bonus for the then-current fiscal year, reimbursement for any COBRA coverage elected by Dr. Sarret
for himself and his covered dependents through the earlier of (i) 12 months following such termination and (ii) the date Dr. Sarret and
his covered dependents become eligible for coverage under another employer’s plans, and 100% vesting acceleration of then-unvested
and outstanding equity awards, provided that the vesting acceleration of any then-unvested and outstanding performance-based equity awards
will be as set forth in the applicable award agreement.
The foregoing summary of the material terms of the Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Agreement, which will be filed with the Company’s
Quarterly Report on Form 10-Q for the period ended June 30, 2021.