| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 10, 2020, the Board of Directors (the “Board”) of UNITY Biotechnology, Inc. (“Unity” or the “Company”) appointed Gilmore O’Neill to the Board and as Chair of the Company’s Science Committee effective immediately. Dr. O’Neill will serve as a Class I director until the Company’s 2022 annual meeting of stockholders, or until his earlier death, resignation or removal. Dr. O’Neill fills the vacancy created by the resignation of David Lacey, Ph.D., which became effective on December 10, 2020.
As a non-employee director, Dr. O’Neill will receive compensation in accordance with the Company’s non-employee director compensation program. Pursuant to this program, upon the effective date of his appointment to the Board, Dr. O’Neill received a stock option award exercisable for 50,000 shares of the Company’s common stock and will be eligible for the annual cash retainer in the amount of $35,000, as well as an additional cash retainer of $10,000 for service as Chair of the Company’s Science Committee. The stock option will vest in equal monthly installments over three years, subject to his continued service through each applicable vesting date.
Dr. O’Neill will also enter into an indemnification agreement with the Company consistent with the form agreement executed with each of the Company’s current officers and directors.
There were no arrangements or understandings between Dr. O’Neill, and any other person pursuant to which Dr. O’Neill was appointed as a member of the Board. There have been no transactions in which Dr. O’Neill has an interest that would be reportable under Item 404(a) of Regulation S-K.
On December 14, 2020, UNITY announced the appointment of Dr. O’Neill to the Board, as well as the resignations of Dr. Lacey and Robert Nelsen. Dr. Lacey and Mr. Nelsen each provided notice of their resignation on December 9, 2020 (effective on December 10, 2020) indicating, in each case, that his resignation was not a result of any disagreement with the Company or any matter relating to the Company’s operations, policies (including accounting or financial policies) or practices.
In addition, on December 14, 2020, UNITY announced that Nathaniel David, the Company’s President and a member of the Board, would be leaving his employment with the Company on December 31, 2020 but continuing to serve as a member of the Board. In connection with his departure as an employee, the Company and Dr. David entered into a Transition and Separation Agreement, dated December 12, 2020 (the “Agreement”), pursuant to which Dr. David will receive a severance payment equal to nine months of his base salary and continued health care coverage for himself and his covered dependents under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, until the earlier of the nine month anniversary of his separation date or the date he becomes eligible for healthcare coverage from another employer. In addition, Dr. David will receive a cash bonus for 2020 based on the actual performance of the Company, payable at such time as the executive officers receive 2020 bonuses. In consideration, Dr. David has agreed to provide a full release in favor of to the Company. The foregoing is only a summary of the material terms of the Agreement and is qualified in its entirety by reference to the Agreement, which the Company expects to file as an exhibit to its Annual Report on Form 10-K for the fiscal year ending December 31, 2020.
On December 14, 2020, UNITY issued a press release announcing the foregoing matters. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
