Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Termination of Executive Officers
On December 5, 2022, Debra Zack, M.D., Ph.D., the Company’s Chief Medical Officer, was removed from her position and her employment terminated in connection with the Reduction in Force. Dr. Zack is entitled to severance under that certain Amended and Restated Executive Change in Control and Severance Plan, a copy of which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
On December 5, 2022, in connection with Dr. Zack’s termination, the Company and Dr. Zack entered into a consulting agreement (the “Consulting Agreement”) and a severance agreement (the “Severance Agreement”). Pursuant to the Consulting Agreement, among other things, (i) each of Dr. Zack’s unvested stock options and restricted stock awards will remain unvested and continue to be eligible to vest during the term of the Consulting Agreement, and (ii) for the period commencing on December 5, 2022 and ending on March 31, 2023, with the option for the Company to extend the term for an additional three months, Dr. Zack will provide consulting services to the Company at an hourly rate of $250.00. The Severance Agreement provides, among other things, that Dr. Zack will be entitled to receive the following, in accordance with the Company’s Amended and Restated Executive Change in Control and Severance Plan (the “Severance Plan”): (i) lump sum Separation Pay (as defined in the Severance Plan) equivalent to six months her current annual base salary ($201,571.00), less applicable payroll deductions and (ii) reimbursement of up to six months of COBRA premiums. The foregoing description is qualified in its entirety by the Consulting Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Appointment of Executive Officers
On December 5, 2022, Mark Hazeltine, the Company’s current Chief Operating Officer was appointed to serve as the Company’s Chief Business Officer.
Mr. Hazeltine has served as the Company’s Chief Operating Officer since March 2021 and served in multiple key leadership roles including General Manager, Senior Vice President of Finance and Corporate Development, Vice President of Finance, and Senior Director of Financial Planning and Analysis since joining the Company in March 2015. Prior to joining the Company, from September 2010 to March 2015, Mr. Hazeltine served as Director of Financial Planning and Analysis and Director of Financial Business Processes at CareFusion, a medical technology corporation. Mr. Hazeltine also worked in multiple management roles at multinational organizations including Kyocera and Qualcomm. Mr. Hazeltine received a B.A. in Business Administration from the University of San Diego and an M.B.A. from the Marshall School of Business at the University of Southern California.
Forward-Looking Statements: This Current Report on Form 8-K contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on expectations and estimates of management of the Company which may differ from any actual results and consequently you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements include, without limitation, statements related to the intended benefits of the Company’s reduction in force; the number of employees impacted by the reduction in force; and the Company’s expectations regarding the estimated costs, the timing of such costs, and the timing of completion of the reduction in force. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by forward-looking statements. All forward-looking statements in this Current Report on Form 8-K are based on information available to the Company as of the date of this filing. The Company expressly disclaims any obligation to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.