MGEN Miragen Therapeutics Inc

On July 26, 2021, Viridian Therapeutics, Inc. (the “Company”) announced the appointment of Kristian Humer as the Company’s Chief Financial Officer and Chief Business Officer, effective immediately. Mr. Humer will also serve as the Company’s Principal Financial Officer and Principal Accounting Officer.

Mr. Humer, age 46, most recently served as Managing Director of Banking, Capital Markets and Advisory for the Global Healthcare team at Citigroup Inc., from January 2017 to July 2021, where he helped lead the firm’s investment banking advisory engagements for small- and mid-sized biopharma and select large cap pharmaceutical companies. He previously served in a number of roles at Citigroup Inc., including Director, Healthcare Investment Banking from January 2014 to December 2016, Vice President, Healthcare Investment Banking from January 2011 to December 2013 and Associate, Healthcare Investment Banking from January 2010 to December 2010. Prior to joining Citigroup Inc., Mr. Humer served as Vice President and Associate in the Investment Banking Division for the Global Healthcare team at Lehman Brothers, Inc. from July 2007 to December 2009. Mr. Humer started his career serving positions of increasing responsibility in the investment banking and private banking divisions of UBS AG and Merrill Lynch (a Bank of America company). He received an MBA from the Fuqua School of Business at Duke University and a B.A. (Hons) in Accounting & Economics from the University of Reading, United Kingdom.

In connection with his appointment as Chief Financial Officer and Chief Business Officer, Mr. Humer entered into an employment agreement with the Company (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Humer is entitled to an annual base salary of $530,000 (“Base Salary”) and is eligible to receive a sign-on bonus of $400,000. Mr. Humer will be eligible to earn year-end performance bonuses with a target bonus opportunity of 45% of his Base Salary (“Target Bonus”), with such Target Bonus guaranteed in 2021 (on a pro-rated basis) and 2022. In connection with his commencement of employment, he received an initial equity grant of a time-based option to purchase up to 360,000 shares of the Company’s common stock (the “Options”). The Options are issued outside of the Company’s stockholder-approved Amended and Restated 2016 Equity Incentive Plan, in accordance with Nasdaq Listing Rule 5635(c)(4). Mr. Humer is also eligible to receive an additional equity award grant of a time-based option on substantially the same terms as the Options on or about December 31, 2021 in connection with an equity offering of the Company’s common stock.

If Mr. Humer’s employment is terminated by the Company without “cause” or he resigns for “good reason” (each, as defined in the agreement) or due to death or by disability (collectively, “Involuntary Termination”), Mr. Humer will, subject to the execution of a release in favor of the Company, be entitled to receive: (i) an amount equal to twelve months of Base Salary, (ii) credit for an additional twelve months of vesting of the Options, and (iii) up to twelve months of health insurance reimbursement under COBRA. In the event of Mr. Humer’s Involuntary Termination within one month before or twelve months after a change in control of the Company, Mr. Humer will instead be entitled to receive the foregoing benefits, provided that the Options will be deemed fully vested as of the date of the Involuntary Termination.

In connection with the Employment Agreement, Mr. Humer also entered into the Company’s form of Confidential Information, Inventions, Non-Solicitation, and Non-Compete Agreement.

Capitalized terms used in herein, but not defined, shall have the meanings given to them in the Employment Agreement. The foregoing summary of the Employment Agreement does not purport to be a complete description of the Employment Agreement and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.