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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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On
April 12, 2021, Gemini Therapeutics, Inc. (the “Company”) announced that Samuel Barone, M.D. has been appointed to serve
as the Company’s chief medical officer, effective immediately. Dr. Barone is succeeding Marc E. Uknis, M.D., F.A.C.S., who had
departed the Chief Medical Officer position on April 11, 2021. Dr. Uknis will receive severance consistent with that described in his
Employment Agreement with the Company and will continue to contribute to the Company in an advisory role for a period of time during
the transition.
Dr.
Barone joins the Company after most recently serving as co-Founder, Manager and Chief Medical Officer of Halodine, LLC, a company spun
out of Veloce BioPharma. Prior to his role at Halodine, he held the role of Chief Medical Officer of Veloce BioPharma. Dr. Barone previously
served as Senior Vice President at Adverum Biotechnologies (formerly Avalanche Biotechnologies). While at Avalanche Biotechnologies,
Dr. Barone served as Chief Medical Officer. Before joining Avalanche Biotechnologies, Dr. Barone served as a Medical Officer in the Office
of Cellular, Tissue and Gene Therapies at the U.S. Food and Drug Administration (FDA). Dr. Barone earned his B.S. in biology from Boston
College and his M.D. from the Pennsylvania State University College of Medicine. After obtaining his medical degree, Dr. Barone served
as a flight surgeon in the United States Air Force serving active duty at Andrews Air Force Base and at bases in Korea, Afghanistan,
and Iraq for which he received several military honors. Following his military service, Dr. Barone completed a residency in ophthalmology
at the New York Eye and Ear Infirmary, where he served as Chief Resident, as well as a medical and surgical retina fellowship at the
University of California, San Diego.
In
connection with his employment, the Company entered into an employment agreement, dated March 24, 2021 (the “Employment Agreement”)
which sets forth certain terms of Dr. Barone’s employment. There are no other arrangements or understandings between Dr. Barone
and any other persons pursuant to which he was selected as the Company’s chief medical officer.
Pursuant
to the Employment Agreement, Dr. Barone serves as the Company’s Chief Medical Officer. The employment of Dr. Barone is “at
will” and the agreement endures until terminated by either party.
Dr.
Barone’s current annual base salary is $425,000, which is subject to periodic review and adjustment. Under the terms of the Employment
Agreement, Dr. Barone is eligible to participate in any annual bonus programs as may be established from time to time by our board of
directors or compensation committee. Under such bonus programs, Dr. Barone is eligible to receive an annual bonus targeted at 40% of
his annual base salary. Dr. Barone is also entitled to an initial stock option grant of 255,212 shares from the Company’s 2021
Inducement Plan, as approved by the Company’s Compensation Committee on April 12, 2021, which shall vest and become exercisable
25% of the shares vesting on the one-year anniversary of the Vesting Start Date, and the remainder vesting ratably on a quarterly
basis over the follow 12 quarters, subject to continued employment. Further, pursuant to the Employment Agreement, Dr. Barone is also
entitled to a signing bonus of $100,000 on the Company’s first regular payroll date following March 24, 2021.
In
the event Dr. Barone’s employment is terminated without “cause” (as such term is defined in his Employment Agreement)
or he resigns for “good reason” (as such term is defined in his Employment Agreement), subject to his execution and non-revocation of
a separation agreement and general release of claims in our favor, Dr. Barone is entitled to the following: (a) continuation of base
salary for nine months, which we refer to as the Salary Continuation Period, (b) a pro rata portion of the Target Bonus (as such term
is defined in his Employment Agreement); and (c) monthly COBRA premiums paid by us until the earlier of: (i) the end of the Salary Continuation
Period; (ii) the date Dr. Barone becomes eligible for health insurance through another employer, or (iii) the cessation of Dr. Barone’s
continuation rights under COBRA.
In
the event Dr. Barone’s employment is terminated without cause or he resigns for good reason, in either event within the twelve
month period immediate following a Change in Control (as such term is defined in his Employment Agreement), subject to his execution
and non-revocation of a separation agreement, including a general release of claims in our favor, Dr. Barone is entitled to (a) a lump
sum in cash equal to the sum of one times the sum of (i) Dr. Barone’s then current Base Salary plus (ii) Dr. Barone’s Target
Bonus for the then-current year; (b) any then outstanding time-based equity awards shall accelerate and become fully vested as of
the later of (i) the date of termination or (ii) the effective date of the separation agreement and release; and (c) monthly COBRA premiums
paid by us until the earlier of: (i) the twelve (12) month anniversary of the date of termination; (ii) the date Dr. Barone becomes eligible
for health insurance through another employer, or (iii) the cessation of Dr. Barone’s continuation rights under COBRA.
Dr.
Barone has agreed to refrain from disclosing our confidential information during or at any time following his employment with us and
from competing with us or soliciting our employees or customers during his employment and for twelve months following termination of
his employment.
The
Company will file a copy of Dr. Barone’s Employment Agreement with its quarterly report on 10-Q for the period ended March 31,
2021.
Dr.
Barone does not have any family relationships with any of the Company’s directors or executive officers.