Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2023, Athira Pharma, Inc. (the “Company”) announced that Glenna Mileson, the Company’s Chief Financial Officer, resigned from her position as Chief Financial Officer on May 18, 2023 effective immediately. In connection with Ms. Mileson stepping down as the Company’s Chief Financial Officer, the Company’s board of directors (the “Board”) appointed Andrew Gengos as the Company’s Chief Financial Officer and Chief Business Officer, effective May 18, 2023.
Appointment of Chief Financial Officer and Chief Business Officer
Mr. Gengos, age 58, served as the Chief Business Officer of Cyteir Therapeutics, Inc., a clinical-stage biopharmaceutical company, from February 2020 until February 2023. He served in various roles at AOBiome Therapeutics, a biotechnology company, from January 2019 to December 2019, including most recently as Chief Business Officer and Chief Financial Officer from March 2019 to December 2019. Mr. Gengos also served as the Chief Operating Officer and Head of Corporate Development of Synlogic, Inc., a biotechnology company, from October 2017 to January 2019. He currently serves on the board of directors of Turn Therapeutics, a biotechnology company. Mr. Gengos received a B.S. in Chemical Engineering from the Massachusetts Institute of Technology and an MBA from the University of California Los Angeles, Anderson School of Business.
In connection with Mr. Gengos’ appointment as Chief Financial Officer and Chief Business Officer, the Company entered into an employment offer letter with Mr. Gengos (the “Gengos Offer Letter”), effective as of May 18, 2023. Mr. Gengos’ annual base salary will be $465,000, subject to review and adjustment by the Company from time to time. Mr. Gengos will be eligible to receive an annual discretionary performance bonus in an amount up to 40% of his base salary. For the 2023 calendar year, the annual discretionary performance bonus will be prorated for the portion of the fiscal year Mr. Gengos is employed by the Company. Mr. Gengos is also entitled to participate in all employee benefit plans or programs of the Company generally available to any of its employees. Under the Gengos Offer Letter, Mr. Gengos is eligible to receive restricted stock units under the Company’s 2020 Equity Incentive Plan covering 10,000 shares of the Company’s common stock for his service as Chief Financial Officer and Chief Business Officer (the “RSUs”). The RSUs will vest upon two milestones: one half will vest upon completion of enrollment of the Company’s LIFT clinical trial, as determined by the Board’s Compensation Committee, and one half will vest upon public readout of LIFT, in each case subject to Mr. Gengos’ continuing eligibility. Mr. Gengos is also eligible to receive an option to purchase 400,000 shares of the Company’s common stock under the 2020 Equity Incentive Plan at a price per share equal to the fair market value per share on the date of grant, as determined by the Board or its Compensation Committee (the “Option”). One-third (1/3) of the shares subject to the Option shall vest on May 18, 2024 and the remaining shares subject to the Option shall vest monthly over the next 36 months as follows: one-third (1/3) of the shares subject to the Option shall vest in equal monthly amounts over the next 12 months, one-sixth (1/6) of the shares subject to the Option shall vest in equal monthly amounts over the subsequent 12 months, and the remaining one-sixth (1/6) of the shares subject to the Option shall vest in equal monthly amounts over the final 12 months, in each case subject to Mr. Gengos’ continuing eligibility.
In addition, the Company entered into a Change in Control and Severance Agreement with Mr. Gengos (the “Gengos Change in Control Agreement”), effective as of May 18, 2023. Pursuant to the terms of the Gengos Change in Control Agreement, if the employment of Mr. Gengos is terminated outside the period beginning one month prior to the date of a change in control and ending 12 months following that change in control (the “Change in Control Period”) either (1) by Athira without “cause” (excluding by reason of death or disability) or (2) by Mr. Gengos for “good reason” (as such terms are defined in the Gengos Change in Control Agreement), Mr. Gengos will receive the following payments and benefits, subject to his timely signing and not revoking a release of claims in Athira’s favor:
| | • | | a lump-sum payment equal to 75% of Mr. Gengos’ annual base salary as in effect immediately prior to such termination (or if such termination is due to a resignation for good reason based on a material reduction in base salary, then as in effect immediately prior to the reduction), or 100% if such termination or resignation for good reason occurs before the first anniversary of the effective date of the Gengos Change in Control Agreement; and |
| | • | | payment of premiums for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), for Mr. Gengos and any eligible dependents for up to 9 months, unless they become covered under similar plans or are no longer eligible for continuation coverage under COBRA. |
If, the employment of Mr. Gengos is terminated during the Change in Control Period either (1) by Athira without “cause” (excluding by reason of death or disability) or (2) by Mr. Gengos for “good reason”, Mr. Gengos will receive the following benefits, subject to his timely signing and not revoking a release of claims in Athira’s favor:
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