Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Principal Accounting Officer OnJanuary 3, 2022 ,Vaxxinity, Inc. (the "Company") appointedJason Pesile , MBA, CPA,
as Senior Vice President, Finance & Accounting.
The Company also designated him as the Company's principal accounting officer, effectiveJanuary 3, 2022 .Jason Pesile , age 48, is a seasoned finance executive with 20 years of experience in the biopharmaceutical space and most recently served as Vice President Finance, Corporate Controller atBeyondSpring Pharmaceuticals , a pharmaceutical research company, from 2020- 2021. Prior to that,Mr. Pesile was the Executive Director, Finance, atProgenics Pharmaceuticals, Inc. , a pharmaceutical research company, from 2016-2020. He has worked at multiple biopharma companies in the past 10 years, where he led various aspects of financial operations, including accounting, financial reporting, audit and financial planning. Earlier in his career,Mr. Pesile worked in management consulting, and as a global project manager atSchering-Plough and Merck focused on post-merger integration. Jason graduated from theWharton School of theUniversity of Pennsylvania with a B.S. degree in Finance and holds an MBA fromColumbia Business School . He is a Certified Public Accountant in theState of New Jersey . In connection withMr. Pesile's appointment as Senior Vice President, Finance & Accounting, the Company andMr. Pesile have entered into an offer letter (the "Offer Letter") setting forth the material terms ofMr. Pesile's employment with the Company, which are summarized below. ? Base Salary and Incentive Compensation .Mr. Pesile will receive a base salary of$310,000 and will be eligible to participate in all of the Company's compensation and benefit plans and programs.Mr. Pesile will have a target bonus of 30% of his base salary. The bonus shall be determined in the sole discretion of the Company based in part on his performance and the overall performance of the Company during the calendar year. ? One-Time New Hire Awards . In connection with his appointment,Mr. Pesile will receive new-hire, one-time awards as follows: (i) a cash award in the amount of$80,000 , which is subject to certain repayment provisions, and (ii) a stock option award with a targeted value of$201,500 on the grant date, of which 25% will vest on the first anniversary ofMr. Pesile's start date and the remainder in equal quarterly installments each quarterly period thereafter. ? Indemnification . In connection with his appointment, the Company will also enter into an Indemnification Agreement withMr. Pesile which sets forth the terms of the Company's contractual obligation to provide indemnification, advance expenses, provide insurance, and related provisions. The Indemnification Agreement shall be in the form previously approved by the Board. The description above is a summary of the material terms of the Offer Letter and the Indemnification Agreement and each is qualified in its entirety by reference to such document. The Offer Letter will be filed as an exhibit to the Company's quarterly report on Form 10-Q for the quarter endedMarch 31, 2022 and the Form of Indemnification Agreement was filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1/A onNovember 5, 2021 , and each is incorporated by reference herein.Mr. Pesile is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K. Increase in Board Size; Appointment of Director ; Committee Changes OnJanuary 3, 2022 , the Company's Board of Directors ("Board") increased the size of the Board from five members to six and appointedGeorge Hornig as a member of the Board. The Board also designatedMr. Hornig as the Company's new independent director and chair of the Board's Audit Committee,
effective
Effective upon the appointment ofMr. Horning to the Board, the Board also appointedGreg Blatt to serve as chair of the Board's Compensation committee andPeter Diamandis to serve as chair of theNominating and Governance Committee .George Hornig , age 67, is currently the Chairman of Xometry (Nasdaq: XMTR), an AI- driven platform for on-demand manufacturing of industrial parts.Mr. Horning joined Xometry's Board of Directors in 2013.Mr. Horning is also Co-Chairman (and Audit Chairman) ofHealthwell Acquisition Corp. , a special purpose acquisition company (appointed in 2021), Managing Partner and Co-Founder ofThe Seed Lab , an early-stage venture fund that he joined in 2019, and a director forSyntax Advisors , an investment advisor (since 2018). From 2010-2016,Mr. Hornig was Senior Managing Director and COO ofPineBridge Investments (formerly AIG Investment Management). Prior to joining PineBridge,Mr. Hornig spent 11 years at Credit Suisse Asset Management as Managing Director and Global COO. From 1993-1999,Mr. Hornig was Executive Vice President ofDeutsche Bank Americas . Earlier in his career,Mr. Horning was Managing Director and COO of Wasserstein Perella & Co, worked in the M&A group of First Boston and was an Associate with the law firm ofSkadden, Arps, Slate, Meagher & Flom LLP . During his career,Mr. Hornig has served as a Director of Forrester Research,Unity Mutual Life , Veridian Group,KBL Merger Corp IV , Office Tiger, Daily Candy and Merchants Preferred.Mr. Hornig received his A.B., J.D. and M.B.A. fromHarvard University . Hr. Hornig will receive customary compensation from the Company for serving as a non- employee director and chair of the Audit Committee, in accordance with the Company's Non- Employee Director Compensation Policy as described in the Company's Prospectus, filed with theU.S. Securities and Exchange Commission onNovember 12, 2021 and incorporated by reference herein. The Board has determined thatMr. Hornig meets the independent standards adopted by the Board in compliance with the Nasdaq corporate governance listing standards and Item 407(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on
President, Finance & Accounting and
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1
Press Release issued by
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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