Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 7, 2019, Nicholas J. Sarlis, M.D., Ph.D., FACP informed SELLAS Life Sciences Group, Inc. (the “Company”) of his intention, for personal reasons, to resign as Executive Vice President and Chief Medical Officer of the Company, effective the earlier of May 15, 2019 or the appointment of his successor. In connection with Dr. Sarlis’ resignation, the Company and Dr. Sarlis entered into a Transition Agreement effective as of January 7, 2019 (the “Transition Agreement”). Pursuant to the terms of the Transition Agreement, until the termination of his employment, Dr. Sarlis will continue to receive his current base salary, will receive his 2018 cash bonus following determination thereof by the Compensation Committee of the Board of Directors (the “Board”) and will continue to participate in the Company’s benefit plans and programs. Dr. Sarlis will also be entitled to a pro rata cash bonus for the period of his employment in 2019 following determination thereof by the Compensation Committee of the Board and will be reimbursed for COBRA coverage under the Company’s health benefits for the period between the termination of his employment and December 31, 2019 or such earlier date that Dr. Sarlis becomes eligible to receive health benefits under another employee benefit plan. Pursuant to the terms of the Transition Agreement, following the termination of his employment until December 31, 2019, Dr. Sarlis will provide consulting services to the Company for not less than 25 hours per week. As compensation for such consulting services, Dr. Sarlis will receive a monthly fee of $23,500.
Dr. Michael Kurman, clinical consultant to the Company, will continue to oversee the Company’s clinical operations and will undertake additional responsibilities in respect to clinical development. Dr. Kurman has spent over thirty-eight years in the oncology drug development field. He is a board-certified medical oncologist and, during his career in the pharmaceutical industry, has held positions of progressive responsibility at Janssen Pharmaceuticals as Director of Oncology, Cytogen Corporation as Senior Director of Research, and U.S. Bioscience as Vice-President for Research. Dr. Kurman also served as Vice-President for Clinical and Scientific Operations for Quintiles’ Oncology Therapeutics Division. Dr. Kurman received his bachelor’s degree summa cum laude in biology from Syracuse University and his M.D. degree from Cornell University Medical College.
The foregoing summary of the Transition Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transition Agreement, which will be filed as an exhibit to a future periodic report to be filed with the Securities and Exchange Commission.
