Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Management Changes
On February 4, 2022, Exicure, Inc. (the "Company") announced certain changes to
its management and its Board of Directors (the "Board").
Effective February 4, 2022 (the "Transition Date"), Brian C. Bock will cease
serving as the Company's President and Chief Executive Officer and as a member
of the Board to pursue other opportunities. Mr. Bock's departure is not related
to any disagreement regarding the Company's operations, policies or practices.
The Board appointed Matthias Schroff, Ph.D., the Company's current Chief
Scientific Officer, to the position of President and Chief Executive Officer and
as a member of the Board to succeed Mr. Bock, effective February 4, 2022.
As of the Transition Date, Mr. Bock will serve as Special Advisor to the Chief
Executive Officer for an initial transition period of three months (the
"Advising Period") pursuant to the terms of an advisor agreement entered into by
and between the Company and Mr. Bock (the "Advisor Agreement"). Under the terms
of the Advisor Agreement, the Company will compensate Mr. Bock at a flat rate of
$25,000 per month during the Advising Period. After the Advising Period, the
Advisor Agreement will automatically renew on a quarterly basis, unless either
party terminates the Advisor Agreement prior to such quarterly anniversary date.
In connection with Dr. Schroff's appointment as Chief Executive Officer, the
Company and Dr. Schroff entered into a Second Amended and Restated Employment
Agreement (the "Schroff Amended and Restated Agreement"), which amends and
restates the Amended and Restated Employment Agreement between the Company and
Dr. Schroff, effective as of December 10, 2019, the side letter agreement
between the Company and Dr. Schroff dated June 9, 2020 and the Second Amendment
to the Amended and Restated Employment Agreement between the Company and Dr.
Schroff effective December 10, 2021.
Under the terms of the Schroff Amended and Restated Agreement, Dr. Schroff's
initial annual base salary was increased to $550,000 and is eligible to earn an
annual cash incentive bonus, which is initially set at a target aggregate bonus
amount of 50% of Dr. Schroff's base salary, upon achievement of certain
individual and/or Company performance goals set by the Compensation Committee.
Under the terms of the Schroff Amended and Restated Agreement, the Company
entered into with Dr. Schroff:
•In the event of termination of Dr. Schroff 's employment by the Company without
"Cause" or by Dr. Schroff with "Good Reason" (as such terms are defined in the
Schroff Amended and Restated Agreement), Dr. Schroff's cash severance payment
shall be increased to twelve (12) months of base salary, payable in the form of
salary continuation payments during the applicable severance period. Such
severance period reflects an increase from the prior six (6) month period.
•In the event of termination of Dr. Schroff's employment by the Company without
"Cause" or by Dr. Schroff with "Good Reason" (as such terms are defined in the
Schroff Amended and Restated Agreement) within twelve (12) months following a
"Change in Control" of the Company (as such term is defined in Dr. Schroff's
original employment agreement), Dr. Schroff 's severance period shall be
increased to an eighteen (18) month period from the date of termination. Such
severance period reflects an increase from the prior fifteen (15) month period.
The Company also agreed to pay Dr. Schroff an annual cash bonus equal to his
annual target bonus opportunity for the year in which the termination of
employment occurs. In addition, if Dr. Schroff timely elects to receive
continued coverage under the Company's group health care plan pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"),
then he will be entitled to receive payment of the employer portion of his COBRA
premiums until the earlier of (a) eighteen (18) months from his termination date
or (b) the date he obtains or becomes eligible for health care coverage from a
new employer or otherwise.
Dr. Schroff was also appointed as the Company's principal executive officer. He
will receive no additional compensation for this designation.
As reported previously by the Company on the Current Report on Form 8-K dated
December 10, 2021, effective December 10, 2021, David A. Giljohann, Ph.D. was
appointed to the position of Chief Technology Officer of the Company through
January 31, 2022, at which time Dr. Giljohann separated from the Company. In
connection with Dr. Giljohann's separation from the
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Company, the Company and Dr. Giljohann entered into a separation and transition
agreement on January 31, 2022 (the "Giljohann Separation Agreement"). Under the
terms of Giljohann Separation Agreement, Dr. Giljohann will receive a separation
payment equal to $550,000, less applicable withholdings and deductions, payable
during the twelve-month period following Dr. Giljohann's separation from the
Company. Pursuant to the Giljohann Separation Agreement, Dr. Giljohann releases
the Company and its officers, directors and shareholders from any and all
rights, claims, causes of action, charges, demands, damages and liabilities of
every kind.
The foregoing descriptions of the Advisor Agreement, Schroff Amended and
Restated Agreement and Giljohann Separation Agreement do not purport to be
complete and are qualified in their entirety by reference to the full texts of
the Advisor Agreement, Schroff Amended and Restated Agreement and Giljohann
Separation Agreement, each of which is included herewith as Exhibit 10.1, 10.2
and 10.3 to this Current Report on Form 8-K, respectively, and each of which is
incorporated herein by reference.
Resignations of Andy Sassine, Tim Walbert and Bosun Hau
On February 4, 2022, the Company announced that Andrew Sassine, a member of the
Board and a member of the Audit Committee, has resigned from the Board and the
Audit Committee of the Board, effective February 3, 2022. Mr. Sassine's
resignation is not a result of any disagreement with the Company on any matter
relating to the Company's operations, policies, or practices.
On February 4, 2022, the Company announced that Timothy P. Walbert, the
Company's chair of the Board, has resigned from the Company's Board, effective
February 4, 2022. Mr. Walbert's resignation is not a result of any disagreement
with the Company on any matter relating to the Company's operations, policies,
or practices.
On February 4, 2022, the Company announced that Bosun Hau, a member of the Board
and chair of the Board's Compensation Committee, has resigned from the Board and
the Compensation Committee of the Board, effective February 4, 2022. Mr. Hau's
resignation is not a result of any disagreement with the Company on any matter
relating to the Company's operations, policies, or practices.
Appointment of Betsy Garofalo as Chair of the Board; Appointment of Matthias
Schroff to Board
Upon recommendation of the Nominating and Corporate Governance Committee of the
Board (the "Nominating Committee"), the Board appointed Elizabeth ("Betsy")
Garofalo, M.D. to serve as chair of the Board to succeed Mr. Walbert and to
serve on the Compensation Committee to fill the vacancy on the Compensation
Committee resulting from Mr. Hau's resignation from the Board, effective
February 4, 2022.
Upon recommendation of the Nominating Committee, the Board appointed Dr. Schroff
to the Board to fill the vacancy resulting from Mr. Bock's resignation from the
Board, effective February 4, 2022. Dr. Schroff will serve as a Class III
director for a term expiring at the Company's 2024 annual meeting of
stockholders, or until his successor has been duly elected and qualified, or
until his earlier death, resignation or removal.
The Board also appointed Jeffrey L. Cleland, Ph.D., a current member of the
Board, to serve as the chair of the Compensation Committee to succeed Mr. Hau
following his resignation.
The Board further appointed Dr. Cleland and James Sulat to the Nominating
Committee to fill the vacancies resulting from Mr. Walbert's and Mr. Hau's
resignations from the Board, effective February 4, 2022.
Reconstitution of Board Committees
As a result of the above-mentioned changes to the Board, the Board approved a
reduction in the size of the Board from eight (8) to five (5) directors, and the
membership of the committees of the Board was reconstituted effective February
4, 2022 as set forth below.
•The Audit Committee will be comprised of James Sulat (chair), Dr. Garofalo and
Bali Muralidhar M.D., Ph.D.;
•The Compensation Committee will be comprised of Dr. Cleland (chair), Dr.
Garofalo and Dr. Muralidhar; and
•The Nominating Committee will be comprised of Dr. Muralidhar (chair), Dr.
Cleland and Mr. Sulat.
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Item 7.01 Regulation FD Disclosure.
On February 4, 2022, the Company issued a press release announcing the
management and Board changes set forth in Item 5.02. A copy of the press release
is furnished as Exhibit 99.1.
The information furnished under this Item 7.01, including Exhibit 99.1, is being
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Exhibit Description
10.1* Advisor Agreement by and between Exicure, Inc. and Brian C. Bock.
10.2* Second Amended and Restated Employment Agreement by and between Exicure,
Inc. and Matthias Schroff, Ph.D.
10.3* Separation and Transition Agreement by and between Exicure, Inc. and
David A. Giljohann, Ph.D.
99.1* Press release dated February 4, 2022 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Filed herewith
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