Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 17, 2022, Patricia Millican notified the Board of Directors (the
"Board") of Metacrine, Inc. (the "Company") that she will resign from her
position as the Company's Chief Financial Officer, principal financial officer
and principal accounting officer, effective as of March 31, 2022 (the
"Separation Date"), to pursue another opportunity.
The Company expects to enter into a separation agreement with Ms. Millican
pursuant to which Ms. Millican will receive a one-time retention payment equal
to $140,000 upon her continued service through the Separation Date as the
Company's Chief Financial Officer, principal financial officer and principal
accounting officer, at which point, and until June 30, 2022 (the "Consulting
Period"), she will provide transitional consulting services to the Company eight
(8) hours per week and receive consulting fees of $16,000 per month, and during
which Consulting Period the Company will permit the continued vesting and
exercisability of any outstanding and unvested equity awards in accordance with
the terms and conditions of the applicable award agreements, subject to Ms.
Millican's agreement to a general release of claims in favor of the Company and
its affiliates and continued compliance with her existing confidentiality and
nondisclosure obligations.
On February 17, 2022, Michael York, the Company's Senior Vice President,
Business Development & Commercial Strategy, was promoted to the position of
Chief Business Officer, effective as of February 18, 2022, and was designated as
the Company's principal financial officer and financial accounting officer,
effective as of the Separation Date.
Mr. York, 57, has served as the Company's Senior Vice President, Business
Development & Commercial Strategy since December 2021. From June 2018 to
November 2021, he served in strategic business development roles at PhaseBio
Pharmaceuticals, Inc. (NASDAQ: PHAS), most recently as Senior Vice President,
Corporate Development and Alliance Management, where he led a number of
licensing and development deals and was the architect for bentracimab's
commercial strategy. Prior to PhaseBio, he served as Vice President, Global
Business Development and Alliance Management at Orexigen Therapeutics, Inc.
(NASDAQ: OREX) from August 2015 to June 2018, where he led global business
development activities to license Orexigen assets and manage alliance partners.
Before Orexigen, Michael was President and Chief Executive Officer of Senté
Labs, Inc., a privately held company recognized as a leader in medical skincare
products based on glycoproteins. Earlier in his career, Mr. York held roles of
increasing responsibility at Amylin Pharmaceuticals, Santarus, Inc., Amgen,
AstraZeneca and Merck & Co., Inc. He received an MBA from the University of
Redlands and a B.A. in public administration and economics from San Diego State
University.
There are no arrangements or understandings between Mr. York and any other
person pursuant to which Mr. York was selected to serve as the Company's Chief
Business Officer, principal financial officer or principal accounting officer.
Mr. York does not have any direct or indirect interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with, and effective upon, Mr. York's promotion to Chief Business
Officer, he received a $30,000 base salary increase and a 5% increase in his
target bonus percentage for fiscal year 2022.
Mr. York will also enter into the Company's standard form
of indemnification agreement for officers, a form of which is filed as Exhibit
10.1 to the Company's Registration Statement on Form S-1, as amended (File No.
333-248292), filed with the SEC on August 24, 2020).
2021 Bonus Payments and 2022 Salary Information for Certain Executive Officers
On February 18, 2022, the Board approved annual base salaries for fiscal year
2022 and the payment of annual cash bonus awards with respect to performance for
fiscal year 2021 for certain of the Company's executive officers. The base
salaries for fiscal year 2022 are effective as of January 1, 2022.
The following table sets forth the amounts approved by the Board for certain of
the Company's executive officers:
2022 Base Salary 2021 Cash Bonus
Preston Klassen, M.D.
President and Chief Executive Officer $ 578,300 $ 204,375
Patricia Millican
Chief Financial Officer (1) 129,024
Michael York(2)
Chief Business Officer 420,000 13,650
(1)Ms. Millican notified the Board of her resignation, effective as of March 31,
2022.
(2)Mr. York was appointed Chief Business Officer, effective as of February 18,
2022. Mr. York's 2021 cash bonus award was prorated based on his start date in
November 2021.
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Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is furnished with this Current Report.
Exhibit
Number Description
99.1 Press release dated February 24, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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