| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 24, 2023, Quince Therapeutics, Inc. (the “Company”) announced the departure of Karen Smith, M.D., Ph.D., the Company’s Chief Medical Officer, effective as of September 1, 2023 (the “Departure Date”). In connection with the transition and departure of Dr. Smith from the Company, the Company entered into a transition and separation agreement (the “Separation Agreement”) with Dr. Smith on August 4, 2023, under which Dr. Smith will continue to serve as an employee of the Company until the Departure Date and which provides for a release of claims against the Company and its affiliates.
In addition, subject to satisfaction of specified conditions, the Separation Agreement provides for (i) cash severance payments equal to 12 months of Dr. Smith’s base salary in effect as of the Departure Date, paid in accordance with the Company’s normal payroll practices on the Company’s regularly scheduled payroll dates commencing with the first regularly scheduled payroll date following the satisfaction of certain conditions (“Cash Severance”); (ii) an additional cash severance payment equal to 100% of Dr. Smith’s target annual bonus opportunity for 2023, prorated to the effective date of termination, and paid in a lump sum (“Bonus Severance”); (iii) an additional cash severance payment equal to 12 months’ of the monthly premiums that would be due for certain health care continuation benefits, paid in a lump sum (“Benefits Severance”); and (iv) 50% accelerated vesting with respect to Dr. Smith’s outstanding equity awards. Further, in the event the Company undergoes a change in control within three months after the Departure Date, subject to satisfaction of specified conditions, Dr. Smith would also be entitled to additional Cash Severance paid in a lump sum, additional Bonus Severance paid in a lump sum, additional Benefits Severance paid in a lump sum, and 100% accelerated vesting with respect to Dr. Smith’s outstanding equity awards.
The foregoing description of the terms of the Separation Agreement is not complete and is qualified in its entirety by reference to the complete text of the Separation Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2023.
