ATHIRA PHARMA, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of
On
There are no transactions and no proposed transactions between
A press release announcing
Executive Compensation Arrangements
On
Pursuant to the terms of the Amended Litton Change in Control Agreement, if
• a lump-sum payment equal to 12 months of his annual base salary as in
effect immediately prior to such termination (or if such termination is
due to a resignation for good reason based on a material reduction in
base salary, then as in effect immediately prior to the reduction);
• payment of premiums for coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (COBRA), for Dr. Litton and his
eligible dependents, if any, for up to 12 months; and
• 25% accelerated vesting of the shares subject to Dr. Litton's 2019
Company option award to the extent outstanding and unvested as of the
date of the qualifying termination.
If, during the Change in Control Period,
• a lump-sum payment equal to 18 months of his annual base salary as in
effect immediately prior to such termination (or if such termination is
due to a resignation for good reason based on a material reduction in
base salary, then as in effect immediately prior to the reduction) or if
greater, at the level in effect immediately prior to the change in
control;
• a lump-sum payment equal to 150% of Dr. Litton's target annual bonus as
in effect for the fiscal year in which such termination occurs or if
greater, at the level in effect, immediately prior to the change in
control;
• payment of premiums for coverage under COBRA for Dr. Litton and his
eligible dependents, if any, for up to 18 months; and
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• 100% accelerated vesting and exercisability of all Athira equity awards
with service-based vesting (but that are not subject to performance-based
vesting) that are outstanding and unvested as of the date of the
qualifying termination.
In addition, the Amended Litton Change in Control Agreement provides for 100%
accelerated vesting and exercisability of Athira equity awards granted under its
2014 Equity Incentive Plan and held by
If any of the amounts provided for under the Amended Litton Change in Control
Agreement would constitute "parachute payments" within the meaning of
Section 280G of the Internal Revenue Code and could be subject to the related
excise tax,
Pursuant to the terms of the Amended Litton Change in Control Agreement, "cause"
generally means
Pursuant to the terms of the Amended Litton Change in Control Agreement, "good
reason" generally means that
The foregoing description of the Amended Litton Change in Control Agreement is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On
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Item 8.01 Other Events.
Athira's standard compensation policy for non-employee directors was originally
adopted in connection with the Company's initial public offering in
Cash Compensation
The Outside Director Compensation Policy provides for the following cash compensation program for Athira's non-employee directors:
•$35,000 per year for service as a non-employee director; •$30,000 per year for service as chair of the board of directors; •$15,000 per year for service as chair of the audit committee; •$7,500 per year for service as a member of the audit committee; •$10,000 per year for service as chair of the compensation committee; •$5,000 per year for service as a member of the compensation committee; •$8,000 per year for service as chair of the nominating and corporate governance committee; and •$4,000 per year for service as a member of the nominating and corporate governance committee.
Each non-employee director who serves as a committee chair receives only the cash retainer fee as the chair of the committee but not the cash retainer fee as a member of that committee. These fees to Athira's non-employee directors are paid quarterly in arrears on a prorated basis. Under the Outside Director Compensation Policy, the Company also reimburses its non-employee directors for reasonable travel expenses to attend meetings of the board of directors and its committees. The above-listed fees for service as chair or members of committees are payable in addition to the non-employee director retainer.
Equity Compensation
Initial Award. Pursuant to Athira's Outside Director Compensation Policy, each person who first becomes a non-employee director will receive, on the first trading day on or after the date that the person first becomes a non-employee director, an initial award (or, the "Initial Award") of stock options to purchase 27,742 shares of Athira's common stock. The Initial Award vests in equal installments as to 1/36th of the shares of Athira's common stock subject to the Initial Award on a monthly basis following the Initial Award's grant date, on the same day of the month as the grant date, subject to continued services to Athira through the applicable vesting dates. If the person was a member of Athira's board of directors and also an employee, then becoming a non-employee director due to termination of employment will not entitle the person to an Initial Award.
Annual Award. Each non-employee director who, as of the date of each annual meeting of Athira's stockholders, has been in continuous service as a non-employee director since the date of the most recently preceding annual meeting, automatically will be granted an annual award of stock options to purchase 13,871 shares of Athira's common stock. Each non-employee director who, as of the date of such annual meeting, has not been in continuous service as a non-employee director since the date of the most recently preceding annual meeting, automatically will be granted a prorated award of options, with the number of options granted pursuant to such prorated award equal to the product of 13,871 multiplied by the quotient of (i) the number of whole months of continuous service as a non-employee director completed as of the date of such annual meeting divided by (ii) 12, rounded down to the nearest whole share. The awards described in this paragraph are each referred to as an "Annual Award." Each Annual Award vests on the earlier of the one-year anniversary of the grant date, or the day immediately before the day of the next annual meeting of Athira's stockholders that occurs after the grant date of the Annual Award, subject to continued services to the Company through the applicable vesting date.
Change in Control. In the event of a change in control of the Company, as defined in Athira's 2020 Equity Incentive Plan, each non-employee director's then outstanding equity awards covering shares of Athira's common stock will accelerate vesting in full, provided that he or she remains a non-employee director through the date of Athira's change in control.
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Other Award Terms. Each Initial Award and Annual Award will be granted under the 2020 Equity Incentive Plan (or its successor plan, as applicable) and form of award agreement under such plan. These awards will have a maximum term to expiration of 10 years from their grant and a per share exercise price equal to 100% of the fair market value of a share of Athira's common stock on the award's grant date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Amended and Restated Change in Control and Severance Agreement
between the Company and Mark Litton , Ph.D.
10.2 Outside Director Compensation Policy, as amended
99.1 Athira Pharma, Inc. press release dated January 31, 2022
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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