Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Chief Operating Officer and Chief of Staff
On December 4, 2020, the Board of Directors of Oncorus, Inc., or the Company, appointed Steve Harbin to the position of Chief Operating Officer and Chief of
Staff of the Company, effective as of December 7, 2020, or the Effective Date.
Mr. Harbin, age 62, has served as president of Albourne
Consulting LLC, a consultancy firm he owns that provides strategic counsel to early-stage biotech companies, since April 2019. In this capacity, Mr. Harbin has provided consulting services to the Company since July 2019 in connection with the
Companys strategic manufacturing and operational objectives. Previously, Mr. Harbin served as the Chief Sustainability Officer and Senior Vice President of Corporate Facilities & Norwood Manufacturing at Moderna, Inc., or
Moderna, a U.S.-based biotechnology company, from August 2017 to April 2019. Prior to that, he served as the Senior Vice President of Global Operations, Quality & Corporate Facilities at Moderna from October 2016 to August 2017, and as
Senior Vice President, Human Resources, Global Operations, Quality & Corporate Facilities at Moderna from July 2013 to October 2016. Mr. Harbin also previously held the position of Senior Vice President, Global Operations at
bioMériux SA, a multinational biotechnology company, and served in a variety of senior business and operational leadership roles for both publicly and privately held biotechnology companies. Mr. Harbin holds a diploma in Agriculture and
a diploma in Farm Management from Durham College of Agriculture and Horticulture in the United Kingdom.
In connection with Mr. Harbins
appointment as Chief Operating Officer and Chief of Staff, the Company has entered into an employment agreement, or the Employment Agreement, with Mr. Harbin, effective as of the Effective Date, pursuant to which Mr. Harbin will receive,
in exchange for his commitment to providing services to the Company approximately three days per week, an annual base salary of $250,000 per calendar year, and will be eligible to receive a target annual bonus per calendar year in an amount up to
40% of his annual base salary, subject to the discretion of the Board of Directors, or the Board. Mr. Harbins base salary is subject to review and adjustment from time to time by the Board in its sole discretion.
The Employment Agreement does not provide for a specified term of employment and Mr. Harbins employment is on an
at-will basis. Mr. Harbin is also eligible to participate in the Companys employee and executive benefit plans and programs as may be maintained by the Company from time to time.
In addition, and pursuant to the terms of the Employment Agreement, the Board has granted options, or the Option Grants, to Mr. Harbin to purchase shares
of the Companys common stock pursuant to the Companys 2020 Equity Incentive Plan, or the Plan, on December 7, 2020, or the Grant Date, as follows: (a) an option to purchase 169,000 shares of the Companys common stock,
subject to vesting as to 25% of the underlying shares on the first anniversary of the Grant Date and as to the remaining underlying shares in equal monthly installments over 36 months thereafter, subject to Mr. Harbins continued service
through each such vesting date, and (b) an option to purchase 113,000 shares of the Companys common stock, subject to vesting upon the achievement of performance-based milestones established by the Board, subject to Mr. Harbins
continued service through each such vesting date. The Option Grants are subject to the terms and conditions of the award agreements pursuant to which they are granted. Mr. Harbin will remain eligible for additional future stock option and other
equity awards as may be determined by the Board, or a committee thereof, in accordance with the Plan.
The foregoing description of the terms of the
Employment Agreement is a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which will be filed as an exhibit to the Companys Annual Report on Form 10-K for the year ending December 31, 2020.
In connection with his employment, Mr. Harbin also entered into
the Companys standard form of Employee Confidential Information and Invention Assignment Agreement and is eligible to enter into the Companys standard form of Indemnity Agreement. Mr. Harbin was not appointed to serve as Chief
Operating Officer and Chief of Staff pursuant to any arrangements or understandings with the Company (other than as reflected in the Employment Agreement) or with any other person. There are no related party transactions between Mr. Harbin and
the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no family relationships between Mr. Harbin and any director or executive officer of the Company.