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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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Effective as of April 19, 2021 (the “Effective
Date”), Protara Therapeutics, Inc. (the “Company”) appointed Martín Sebastian Olivo, M.D. as Chief Medical Officer
of the Company.
Dr. Olivo, 45, brings more than 15 years of experience
in oncology translational and clinical research and global drug development. Prior to joining the Company, Dr. Olivo served as Vice President,
Breast Cancer Clinical Development Lead, at Gilead Sciences, Inc. (formerly Immunomedics, Inc.), a public biopharmaceutical company, from
August 2018 to April 2021, where he led clinical development of a treatment for metastatic triple-negative breast cancer. Prior to joining
Immunomedics, he served as Global Clinical Lead at Daiichi Sankyo Cancer Enterprise, a global pharmaceutical company, from July 2017 to
July 2018, where he established a comprehensive clinical development plan for an early-stage oncology product candidate with applications
in lung and breast cancer. From January 2011 to July 2017, Dr. Olivo served in several roles of increasing responsibility in the oncology
business group at Eisai Inc., a pharmaceutical company, most recently serving as an International Project Team Leader. Dr. Olivo received
his M.D. from the University of Buenos Aires and his M.S. in Clinical and Pharmacological Research from Austral University in Buenos Aires.
He completed his degree as a Clinical Oncologist at the University of Salvador. He has held various academic and clinical positions at
the School of Medicine at the University of Buenos Aires, Hospital “Dr. Enrique Tornú” and the National Cancer Institute
of Canada Clinical Trials Group.
In connection with Dr. Olivo’s appointment
as the Chief Medical Officer, the Company and Dr. Olivo entered into an Executive Employment Agreement, dated March 31, 2021 and effective
as of the Effective Date. Pursuant to the terms of his Executive Employment Agreement, Dr. Olivo is entitled to an initial annual base
salary of $432,000 per year, and an annual discretionary cash bonus of 40% of Dr. Olivo’s then-current base salary. In addition,
the Company agreed to pay Dr. Olivo a one-time signing bonus of $130,000 (the “Signing Bonus”), payable within 30 days of
the Effective Date, provided that Dr. Olivo is required to repay all or a portion of the Signing Bonus to the Company if his service is
terminated within 24 months following the Effective Date, subject to certain conditions.
Dr. Olivo’s Executive Employment Agreement
also provides that, subject to approval by the Board of Directors of the Company (the “Board”) (or a committee thereof), and
as an inducement material to Dr. Olivo entering into employment with the Company, pursuant to Nasdaq Rule 5635(c)(4), Dr. Olivo shall
be granted a stock option to purchase 120,000 shares of the Company’s common stock with an exercise price per share equal to the
closing price per share on the grant date. Such stock option is subject to a four-year vesting schedule with 25% of the shares subject
to the option vesting upon Dr. Olivo’s completion of one year of service measured from the Effective Date and the balance of the
shares vesting in equal monthly installments over the subsequent 36 months of continuous service thereafter. Such award will be granted
under the Company’s 2020 Inducement Plan, and Dr. Olivo will be eligible for future equity awards under the Company’s Amended
and Restated 2014 Equity Incentive Plan or such other plan or arrangements the Company may have in effect from time to time, as approved
by the Board (or a committee thereof) in its sole discretion.
Under the terms of his Executive Employment Agreement,
if Dr. Olivo is terminated by the Company without cause or resigns for good reason, he is entitled to receive (i) payment of his then-current
base salary through the effective date of the termination or resignation, (ii) a one-time cash payment equal to nine months’ of
his then-current base salary, (iii) a one-time cash payment equal to nine months’ of his target bonus, (iv) reimbursement of any
healthcare premium costs for nine months, at the same level of coverage as he had during employment, and (v) pro-rata vesting of any outstanding
equity awards to the extent that Dr. Olivo is not employed through the one-year anniversary of the applicable grant date of such outstanding
equity awards. The severance benefits described in the foregoing sentence are, in each case, subject to Dr. Olivo’s compliance with
continuing obligations to the Company and his execution of a general release in favor of the Company. In addition to the foregoing, if
Dr. Olivo is terminated for other than cause, death or disability during the eighteen months following a change in control of the Company,
Dr. Olivo will be entitled to acceleration of 100% of his then unvested outstanding equity awards.
The foregoing description of Dr. Olivo’s
Executive Employment Agreement is only a summary and it is qualified in its entirety by the Executive Employment Agreement, a copy of
which the Company expects to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2021.