| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 26, 2024, Intellia Therapeutics, Inc. (the “Company”) announced the appointment, effective July 22, 2024 (“Start Date”), of Edward Dulac to serve as Executive Vice President and Chief Financial Officer (“CFO”), treasurer and principal financial officer of the Company. On June 26, 2024, the Company also announced that Glenn Goddard, the Company’s current CFO, will step down effective June 30, 2024. Mr. Goddard’s departure is not related to any disagreement with the Company on any matter relating to its operations, policies or practices. In connection with Mr. Dulac’s appointment and Mr. Goddard’s departure, Michael P. Dube, the Company’s Chief Accounting Officer, will serve as the Company’s interim principal financial officer until the Start Date.
Mr. Dulac comes to the Company from Fate Therapeutics, a clinical-stage biopharmaceutical company, where he has served as Chief Financial Officer since August 2020. Prior to Fate Therapeutics, Mr. Dulac was at Celgene (now Bristol Myers Squibb), a global biopharmaceutical company, where he held multiple positions, including Vice President, Business Development & Strategy. Prior to Celgene, Mr. Dulac worked as a biopharmaceutical equity research analyst at Barclays Capital and Lehman Brothers and in corporate finance at Pfizer. Combined, Mr. Dulac has over 20 years of finance, business development and product portfolio strategy experience. Mr. Dulac received a B.S. in Pharmacy from the University of Pittsburgh and an MBA from Indiana University, Kelley School of Business.
In connection with his employment, the Company entered into an Employment Agreement, dated as of June 22, 2024, with Mr. Dulac (the “Dulac Employment Agreement”), which sets forth certain terms of Mr. Dulac’s employment. Pursuant to the terms of the Dulac Employment Agreement, Mr. Dulac will receive an initial annual base salary of $510,000 and will be eligible to earn an annual cash incentive bonus with an initial target amount equal to 40% of his base salary, which will not be prorated in the initial year of employment. Any annual cash bonus will be determined by the Company’s Board of Directors (the “Board”) or the Compensation and Talent Development Committee of the Board and will be subject to the terms of the applicable Company bonus plan. Additionally, Mr. Dulac will receive a one-time sign-on bonus of $100,000.00, which is subject to full or partial repayment in the event that Mr. Dulac’s employment with the Company is terminated by Mr. Dulac without Good Reason or by the Company for Cause (each as defined in the Dulac Employment Agreement) prior to the second anniversary of the Start Date. The Dulac Employment Agreement further provides for the grant, effective as of the Start Date, of an initial equity award (the “Initial Equity Grant”) consisting of: (i) an option to purchase shares of the Company’s common stock with a grant date value of $1,680,000; (ii) a time-based restricted stock unit award with a grant date value of $1,680,000; (iii) a performance-based restricted stock unit award with a grant date target value of $840,000; and (iv) a performance-based restricted stock unit award covering 30,000 shares (at target) of the Company’s common stock. In addition, the Dulac Employment Agreement provides for certain severance payments and benefits upon a qualifying termination of Mr. Dulac’s employment, as described in the Dulac Employment Agreement. A copy of the Dulac Employment Agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference. The foregoing description of the Dulac Employment Agreement is a summary only and is qualified in its entirety by reference to such exhibit.
Effective as of the Start Date, Mr. Dulac will be an “officer” as such term is used within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company will also enter into an indemnification agreement with Mr. Dulac in connection with his appointment, in the form filed as Exhibit 10.6 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 (File No. 333-210689) filed with the Securities and Exchange Commission on April 27, 2016. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. Dulac for some expenses, including attorneys’ fees, judgments, fines and settlement amounts, incurred by him in any action or proceeding arising out of his service as one of the Company’s officers.
Mr. Dulac (a) is not a party to any other arrangements or understandings with any other person pursuant to which he was selected to serve as an officer of the Company, (b) has not been involved in any transactions with the Company or related persons of the Company that would require disclosure under Item 404(a) of Regulation S-K, and (c) does not have any family relationship with any members of the Board or any executive officer of the Company.
