Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Appointment of Chief Financial Officer
EffectiveJanuary 14, 2022 , the board of directors (the "Board") ofExicure, Inc. (the "Company") promotedElias D. Papadimas , the Company's current Chief Accounting Officer, to the role of Chief Financial Officer of the Company, effectiveJanuary 17, 2022 (the "Effective Date"), and designatedMr. Papadimas as the principal financial officer and principal accounting officer of the Company.Brian C. Bock , the Company's Chief Executive Officer remains the principal executive officer of the Company.Mr. Papadimas was also appointed as the corporate secretary of the Company.Mr. Papadimas joined the Company inApril 2015 and has held various positions of increasing responsibility with the Company including most recently holding the position of Chief Accounting Officer. Prior to joining the Company,Mr. Papadimas served as senior manager, technical accounting and external reporting atBeam Suntory fromJuly 2011 toAugust 2014 . Prior to that,Mr. Papadimas held various positions in financial reporting, technical accounting and accounting operations withAon Hewitt fromSeptember 2004 toJuly 2011 ,Nicor Gas fromFebruary 2003 toSeptember 2004 , andHeller Financial, Inc. fromJune 1997 toJuly 2002 .Mr. Papadimas received his B.S. in accountancy from theUniversity of Illinois atUrbana -Champaign and is a certified public accountant (CPA) inIllinois .Mr. Papadimas does not have a family relationship with any director or executive officer of the Company or person nominated or chosen by the Company to become a director or executive officer, and there are no arrangements or understandings betweenMr. Papadimas and any other person pursuant to whichMr. Papadimas was selected to serve as the Chief Financial Officer of the Company. There have been no transactions involvingMr. Papadimas that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Employment Arrangements In connection withMr. Papadimas' appointment, the Company andMr. Papadimas entered into a First Amendment to the Amended and Restated Employment Agreement (the "Amendment") dated and effective as of the Effective Date, which amends the Amended and Restated Employment, dated as ofJune 1, 2021 , originally entered by and between the Company andMr. Papadimas (the "Employment Agreement"). Pursuant to the Amendment,Mr. Papadimas' annual base salary was increased from$300,000 to$405,000 in connection with his promotion, and his target bonus percentage under the Company's annual cash incentive bonus program was increased from 30% to 40% of his annual base salary. The payment of bonus award, if any, is in the sole discretion of the Compensation Committee of the Board and is subject to the attainment of certain Company performance goals set annually by the Compensation Committee of the Board.Mr. Papadimas' Employment Agreement, as amended by the Amendment, does not provide for a specified term of employment andMr. Papadimas' employment is on an at-will basis.Mr. Papadimas continues to remain eligible to participate in the Company's employee benefit, welfare and other plans, as may maintained by the Company from time to time.Mr. Papadimas is also subject to certain customary confidentiality, non-solicitation and non-competition provisions. Pursuant to the Amendment,Mr. Papadimas will also be eligible to receive a special bonus of$20,000 , subject to his continued employment with the Company throughMarch 15, 2022 , payable no later than the next regular payroll followingMarch 15, 2022 . The foregoing descriptions of the Employment Agreement and the Amendment are not complete and are qualified in their entireties by reference to the full texts of the Employment Agreement and the Amendment, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated by reference herein. --------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
Incorporated by Reference Exhibit No. Exhibit Description Form Exhibit No. Filing Date File No. 10.1 Amended and Restated Employment Agreement between Exicure, Inc. and Elias D. 10-Q 10.3 8/12/21 001-39011 Papadimas, dated June 1, 2021. 10.2* First Amendment to Amended and Restated Employment Agreement between Exicure, Inc. and Elias D. Papadimas, dated January 17, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith
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