| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Promotion of Grant Blouse
On July 14, 2021, Catalyst Biosciences, Inc. (the “Company”) announced that Grant Blouse has been promoted to Chief Scientific Officer of the Company. Dr. Blouse previously served as the Company’s Senior Vice President, Translational Research from January 2020 to July 2021 and as Vice President, Translational Research from July 2018 to January 2020. From May 2012 to June 2018, Dr. Blouse served as Principal Scientist and Project Manager at Novo Nordisk A/S, Haemophilia Enzymology. Prior to Novo Nordisk, Dr. Blouse was a Senior Scientist at the Company where he helped build the Company’s Protease Medicines platform including its next-generation hemophilia franchise and its complement programs. Dr. Blouse has held research and investigator positions at Aarhus University’s Department of Molecular Biology, Henry Ford Health System’s Division of Biochemical Research and Wayne State University School of Medicine’s Department of Pharmacology. Dr. Blouse earned his B.A. in Anthropology from the University of Delaware, his M.Sc. in Biochemistry from Clemson University and his Ph.D. in Pharmacology from Wayne State University School of Medicine.
Pursuant to the employment agreement dated as of August 27, 2018 between Dr. Blouse and the Company (the “Original Employment Agreement”), as amended by the amendment to the Original Employment Agreement effective as of July 1, 2021 between Dr. Blouse and the Company (the “Amendment to Original Employment Agreement” and, together with the Original Employment Agreement, the “Employment Agreement”), Dr. Blouse will receive a base salary of $414,000 annually. Dr. Blouse is eligible to receive an annual performance-based bonus up to 40% of his base salary, subject to his continued employment with the Company on the date the bonus is paid. Dr. Blouse is eligible to participate in the Company’s employee benefit plans on the same basis as generally made available to other employees of the Company, and he will enter into the Company’s standard form of indemnification agreement for the Company’s officers and directors. In addition, the Employment Agreement provides that if Dr. Blouse’s employment is terminated without “cause” (as defined in the Employment Agreement) or as a result of “constructive termination” (as defined in the Employment Agreement), in each case outside of the “change in control protection period” (as defined in the Employment Agreement), Dr. Blouse would be eligible to receive, subject to certain conditions described in the Employment Agreement, the following:
| | • | | continued base salary for nine (9) months after the termination (the “Blouse Severance Period”); |
| | • | | accelerated vesting of options that would otherwise have vested during the Blouse Severance Period; and |
| | • | | payment by the Company of the same portion of Dr. Blouse’s monthly premium under COBRA as it pays for active employees until the close of the Blouse Severance Period. |
In addition, if Dr. Blouse’s employment is terminated without “cause” or as a result of “constructive termination,” in each case during the change in control protection period, Dr. Blouse would be eligible to receive, subject to certain conditions described in the Employment Agreement, the following:
| | • | | severance payments, equal to the sum of (a) 100% of Dr. Blouse’s annual base salary and (b) 100% of Dr. Blouse’s maximum annual performance-based bonus, paid in equal installments for twelve (12) months after the termination (the “Blouse Post-COC Severance Period”); |
| | • | | accelerated vesting of 100% percent of any unvested options; and |
| | • | | payment by the Company of the same portion of Dr. Blouse’s monthly premium under COBRA as it pays for active employees until the close of the Blouse Post-COC Severance Period. |
The preceding description of the Employment Agreement is a summary and is qualified in its entirety by reference to the Original Employment Agreement and the Amendment to Original Employment Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report and incorporated herein by reference.
