Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 6, 2022, the Board of Directors (the "Board") of Homology
Medicines, Inc. (the "Company") appointed Albert Seymour, Ph.D., the Company's
former Chief Scientific Officer and President, to serve as the Company's Chief
Executive Officer, in addition to his role as the Company's President.
Additionally, Dr. Seymour has been designated as the Company's principal
executive officer, succeeding Dr. Tzianabos in such role. On September 6, 2022,
in connection with Dr. Seymour's promotion, Dr. Tzianabos notified the Company
of his resignation as Chief Executive Officer.
Also on September 6, 2022, the Board appointed Albert Seymour, Ph.D. as a Class
II director of the Company, replacing Kush M. Parmar, M.D., Ph.D., who resigned
from his position as a member of the Board and as Chairman of the Board on the
same date. The Board has appointed Arthur O. Tzianabos, Ph.D. to replace Dr.
Parmar as the Chairman of the Board and has also appointed Jeffrey V. Poulton to
serve as the Lead Director of the Board.
Albert Seymour, Ph.D., age 54, has served as the Company's President since April
2022 and as the Company's Chief Scientific Officer since April 2016. Prior to
joining the Company, Dr. Seymour was Senior Vice President, Head of Global
Research and Nonclinical Development at Shire plc, a biotechnology company, from
2011 to 2016. Dr. Seymour received his B.A. in Biology from the University of
Delaware, an M.S. from Johns Hopkins University School of Medicine and his Ph.D.
in Human Genetics from the University of Pittsburgh.
CEO Compensation
In connection with Dr. Seymour's appointment as the Company's Chief Executive
Officer, (i) his annual base salary was increased to $570,000, (ii) his annual
performance-based target bonus was increased to 55% of his annual base salary,
and (iii) he received an option under the Company's 2018 Incentive Award Plan
(the "Plan") to purchase 23,000 shares of the Company's common stock and an
award under the Plan of restricted stock units with respect to 14,000 shares of
common stock ("RSUs"). The option has an exercise price of $2.18, the closing
price per share of the Company's common stock on September 6, 2022, and will
vest in equal monthly installments over the forty-eight (48) months following
the date of grant (subject to Dr. Seymour's continued service to the Company
through the applicable vesting date), such that the option shall be vested as to
all shares on September 6, 2026. The RSUs will vest (subject to Dr. Seymour's
continued service to the Company through the applicable vesting date) as to
one-third of the RSUs on each of the first three anniversaries of the date of
grant.
Consulting Agreement
On September 6, 2022, the Company entered into a consulting agreement with
Dr. Tzianabos (the "Consulting Agreement"). Pursuant to the terms of the
Consulting Agreement, Dr. Tzianabos will provide advisory services until
March 31, 2023 or the earlier termination of such services in accordance with
the Consulting Agreement. In exchange for such services, Dr. Tzianabos will
receive consulting fees of $26,571.43 per month. In addition, subject to his
delivering a release of claims in the Company's favor, Dr. Tzianabos is entitled
to receive his annual bonus for the fiscal year ending December 31, 2022,
calculated based on the achievement of corporate performance and as if he had
remained employed for the full year, and his outstanding Company stock options
and restricted stock units will remain outstanding and continue to vest and
become exercisable, as applicable, as a result of his continued service with the
Company under the Consulting Agreement or as a member of the Board.
As a non-employee member of the Board, Dr. Tzianabos will be eligible to
participate in the Company's Non-Employee Director Compensation Program, which
currently provides for receipt of an annual retainer of $40,000 for his Board
service, an additional annual retainer of $35,000 for his service as the
Chairman of the Board, and an annual equity grant of an option under the Plan to
purchase 18,000 shares of the Company's common stock.
Amendment to Employment Agreement
On September 6, 2022, the Company entered into an amendment to employment
agreement with W. Bradford Smith (the "Employment Agreement Amendment"), the
Company's Chief Financial and Business Officer and Treasurer. Under the
Employment Agreement Amendment, in the event Mr. Smith's employment is
terminated by the Company without "cause" or he resigns for "good reason" other
than on or within twelve months following a "change in control" of the Company,
each within the meaning of and under his employment agreement with the Company,
he will be entitled to receive an amount in cash equal to his annual base
salary, payable in the form of salary continuation in regular installments over
the 12-month period following the date of his termination in accordance with the
Company's normal payroll practices.
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Mr. Smith's right to receive the severance payments described above is generally
subject to Mr. Smith executing a release of claims in favor of the Company and
continued compliance with applicable restrictive covenants.
The foregoing descriptions of the Consulting Agreement and the Employment
Agreement Amendment do not purport to be complete and are qualified in their
entirety by reference to the full agreements, copies of which are attached as
Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Consulting Agreement, dated as of September 6, 2022, between
Homology Medicines, Inc. and Arthur O. Tzianabos, Ph.D.
10.2 Amendment to Employment Agreement, dated as of September 6, 2022,
between Homology Medicines, Inc. and W. Bradford Smith.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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