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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 June 23, 2021, Gritstone bio, Inc. (the “Company”) announced the appointment of Vassiliki (Celia) Economides, age 42, as Executive Vice President and Chief Financial Officer of the Company effective as of June 23, 2021.
Pursuant to the terms of her employment agreement, Ms. Economides will be paid an annual base salary of $400,000 and have the opportunity to earn an annual performance bonus targeted at 40% of her annual base salary. In addition, Ms. Economides received a sign-on bonus of $40,000. The employment agreement provides for the Company to grant Ms. Economides a stock option award exercisable for 215,000 shares of the Company’s common stock with an exercise price equal to the closing price of the Company’s common stock on the date of grant (the “Option”). The Option will vest as to 25% of the shares underlying the award on the one-year anniversary of her commencement of employment and ratably as to the remaining shares over the subsequent 36 months. The Option will be granted pursuant to the Company’s 2018 Incentive Award Plan and will be subject to an award agreement to be entered into between Ms. Economides and the Company.
Under the terms of her employment agreement, in the event Ms. Economides is terminated without cause or resigns for good reason (in each case, as defined in the employment agreement), outside of a period of time that begins three months prior to and ends 12 months following a change in control (as defined in the employment agreement), then Ms. Economides will be entitled to receive: (i) a severance payment equal to nine months of her then-effective base salary, plus her target annual bonus for the year; and (ii) payment or reimbursement of continued healthcare coverage for up to nine months following the date of termination, in each case, subject to her timely execution and delivery of a release of claims against the Company. In the event Ms. Economides is terminated without cause or resigns for good reason, during a period of time that begins three months prior to and ends 12 months following a change in control, Ms. Economides will be eligible to receive: (i) a severance payment equal to 12 months of her then-effective base salary, plus her target annual bonus for the year; (ii) payment or reimbursement of continued healthcare coverage for up to 12 months following the date of termination; and (iii) the full accelerated vesting of her then-unvested equity awards that otherwise would have vested based on continued service to the Company, subject to her timely execution and delivery of a release of claims against the Company.
The foregoing summary of the material terms of Ms. Economides’ employment with the Company is qualified by the actual terms of the employment agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the six months ending June 30, 2021 and is incorporated by reference herein.
There are no arrangements or understandings between Ms. Economides, on the one hand, and any other persons, on the other hand, pursuant to which Ms. Economides was selected as an officer of the Company, and Ms. Economides is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In addition, the Company announced the resignation of Roman Yelensky, Ph.D., the Company’s Executive Vice President and Chief Technology Officer. Dr. Yelensky notified the Company of his resignation on June 20, 2021 effective as of July 16, 2021. Dr. Yelensky’s resignation was for personal reasons and not a result of any disagreement with the Company.
A copy of the press release with the foregoing announcement, including the information required under Item 401(e) of Regulation S-K, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.