ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(b)
On February 9, 2021, the Board of Directors (the “Board”) of Cortexyme, Inc. (the “Company”) approved the transition of the Company’s “principal accounting officer” role from Chris Lowe to Ted Monohon, as described in Item 5.02(c) below.
(c)
On February 9, 2021, the Board approved the appointment of Chris Lowe, age 52, the Company’s Chief Financial Officer, to Chief Operating Officer and Chief Financial Officer (the “COO Appointment”), effective as of February 10, 2021 (the “Effective Date”). Mr. Lowe has served as the Company’s Chief Financial Officer since January 2019 and has over two decades of financial leadership, business development and operational expertise. Mr. Lowe’s senior management experience includes experience as Chief Financial Officer, Chief Business Officer and Chief Executive Officer for private and public life sciences companies including Asthmatx, Peninsula Pharmaceuticals, SentreHEART, and Anthera Pharmaceuticals. Additionally, he currently serves as a member of the board of directors of Vincerx Pharma, a biopharmaceutical company.
On February 9, 2021, the Board appointed Ted Monohon, age 55, the Company’s Vice President, Finance, as the Company’s Chief Accounting Officer and “principal accounting officer,” effective as of the Effective Date. Mr. Monohon has been with the Company since May 2019. He has more than 20 years of financial experience spanning roles at private equity, publicly and privately held companies and major banks. Mr. Monohon’s expertise includes key finance functions including financial planning and forecasting, treasury and cash management, and accounting and tax functions. During his career, he has completed multiple tracking stock initial public offerings as well as venture capital and private placement financings. He began his career with Deloitte as a senior staff auditor. Mr. Monohon is a Certified Public Accountant, and he obtained his Bachelor’s Degree in Accounting from the Rochester Institute of Technology.
In connection with the appointment, the Compensation Committee of the Board (the “Committee”), granted Mr. Monohon a stock option to purchase 20,000 shares of the Company’s common stock (“Common Stock”) pursuant to the Company’s 2019 Equity Incentive Plan (the “Plan”). The shares subject to such option will have a per share exercise price equal to the closing price of the Common Stock as reported on The Nasdaq Global Select Market on the date of such grant and will vest monthly over four years of continuous service by Mr. Monohon to the Company. There were no other changes in his compensation.
Neither Mr. Lowe nor Mr. Monohon has family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. Neither Mr. Lowe nor Mr. Monohon is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
(e)
In connection with the COO Appointment, the Committee approved, effective as of the Effective Date, an increase in Mr. Lowe’s annual base salary to $450,000 and an increase in Mr. Lowe’s annual discretionary performance bonus to 45% of his then-current base salary. The Board also granted Mr. Lowe a stock option to purchase 40,000 shares of Common Stock pursuant to the Plan. The shares subject to such option will have a per share exercise price equal to the closing price of the Common Stock as reported on The Nasdaq Global Select Market on the date of such grant and will vest monthly over four years of continuous service by Mr. Lowe to the Company
