Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of Director
On June 16, 2021, upon the recommendation of its Nominating and Corporate Governance Committee (the Nominating Committee), the
Board of Directors (the Board) of Oncorus, Inc. (the Company) appointed Eric H. Rubin, M.D. to fill a vacancy on the Board and to serve as a Class II director, effective as of June 16,
2021. Dr. Rubin will serve for the term expiring at the Companys 2022 annual meeting of stockholders (the 2022 Annual Meeting), and until his successor has been duly elected and qualified, or until his earlier
death, resignation or removal. Based upon the further recommendation of the Nominating Committee, the Board has also appointed Dr. Rubin to serve as a member of the Nominating Committee, with such appointment also effective on June 16,
2021. Dr. Rubin was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person.
Dr. Rubin, 62, has served as a Senior Vice President of Oncology of Merck & Co., Inc. (Merck), a publicly traded
biopharmaceutical company, since January 2018, where he oversees development of Mercks early oncology pipeline and translational oncology research activities. Prior to that position, Dr. Rubin was Vice President of Oncology at Merck,
overseeing clinical oncology development from April 2008 until January 2018. Dr. Rubin brings an academic and industry career in cancer drug development, including serving as Director of the Investigational Therapeutics Division at the
Cancer Institute of New Jersey from 1998 to 2008 and as a faculty member at several institutions, including the Dana-Farber Cancer Institute from 1992 to 1995, and currently as an adjunct professor in the Departments of Medicine and Pharmacology,
Robert Wood Johnson Medical School, University of Medicine and Dentistry of New Jersey, a position he has held since 2008. In addition, Dr. Rubin is currently the Co-Chair of the Cancer Steering Committee
of the Biomarkers Consortium, a public-private research partnership managed by the Foundation for the National Institutes of Health, a position he has held since 2015, and a member of the Science Policy and Governmental Affairs Committee for the
American Association for Cancer Research, a position he has held since 2014. Dr. Rubin was also previously a member of the National Cancer Moonshot Initiative Blue Ribbon Panel Working Group on Expanding Clinical Trials in 2016. He
has an M.D. from the University of South Florida and a B.S. in Mathematics from Tulane University.
In accordance with the Companys compensation
policy for non-employee directors, upon his commencement of service as a director, Dr. Rubin was granted an initial stock option award to purchase 25,000 shares of the Companys common stock with an
exercise price of $16.55 per share, which was the closing price of the Companys common stock on the Nasdaq Global Market on the date of grant. This option will vest and become exercisable as follows: one thirty-sixth (1/36th) of the
shares shall vest each month commencing on July 16, 2021 until such shares have vested on the third anniversary of the date of grant, subject to Dr. Rubins continuous service (as such term is defined in the Companys 2020 Equity
Incentive Plan (the Plan)), through each applicable vesting date. Additionally, Dr. Rubin will be entitled to receive compensation for his service as a non-employee director
in accordance with the Companys director compensation policy, including an annual retainer of $35,000 per year for his service as a director and a $4,000 annual retainer for his service on the Nominating Committee. At each annual
stockholder meeting following which Dr. Rubins term as a director continues (beginning with the 2022 Annual Meeting), Dr. Rubin will be entitled to receive a stock option under the Plan to purchase 12,500 shares of common stock,
vesting in monthly installments over one year from the grant date, subject to his continuous service through each applicable vesting date.
The Company
has entered into its standard form of indemnification agreement with Dr. Rubin, the form of which was filed as Exhibit 10.1 to the Companys Registration Statement on Form S-1, filed with the
Securities and Exchange Commission on September 11, 2020.
There are no related party transactions between Dr. Rubin and the Company that would
require disclosure under Item 404(a) of Regulation S-K, and there are no family relationships between Dr. Rubin and any director or executive officer of the Company.