Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Appointment of New Chief Financial Officer
Appointment of Brendan Smith as Senior Vice President and Chief Financial Officer
On October 14, 2021, CRISPR Therapeutics AG (the “Company”) announced the hiring and appointment of Brendan Smith as its Senior Vice President and Chief Financial Officer, effective immediately. Mr. Smith will also serve as the Company’s principal financial officer and principal accounting officer.
Prior to joining the Company, Mr. Smith, aged 46, served as Chief Financial Officer and Corporate Strategy of Translate Bio, Inc., or Translate Bio, from April 2021 to September 2021. Translate Bio is a publicly-traded company where he oversaw accounting, procurement, financial planning and analysis, investor relations, IT and corporate strategy functions. Mr. Smith previously held various roles at Boston Consulting Group, or BCG, a management consulting firm, serving most recently as a partner and associate director from July 2018 to March 2021, and as principal healthcare expert from September 2016 to June 2018. At BCG, Mr. Smith led integrated biopharmaceutical client engagements that included planning and executing on research and development strategy, operations, business development and deal diligence. Mr. Smith served as vice president, head of business operations for worldwide research and development at Pfizer Inc., or Pfizer, a pharmaceutical company, from September 2014 to September 2016 and as executive director, head of business strategy and operations at Pfizer from November 2012 to September 2014, where he led financial and headcount planning across discovery and development operations. Mr. Smith received a B.S. in biochemistry from Worcester Polytechnic Institute and an M.B.A. from Harvard Business School.
Employment Agreement with Mr. Smith
In connection with Mr. Smith’s appointment to the position of Senior Vice President and Chief Financial Officer, the Company’s wholly owned subsidiary, CRISPR Therapeutics, Inc (“CRISPR Inc.”), entered into a Employment Agreement (the “Employment Agreement”) with Mr. Smith dated October 14, 2021.
Under the Employment Agreement, Mr. Smith will receive an annual salary of $435,000 and he will be eligible to participate in the Company’s annual bonus program, with a target bonus of 40% of his base salary. Mr. Smith’s bonus for 2021 will be pro-rated to reflect his start date with the Company. Mr. Smith will also be eligible to participate in the Company’s 2018 Stock Option and Incentive Plan, and will receive (i) an inaugural, one-time grant of options to purchase 90,000 of the Company’s common shares (the “Option Award”) and (ii) an inaugural, one-time grant of 15,000 restricted stock units corresponding to an equivalent number of the Company’s common shares (the “RSU Award”). Twenty-five percent of the Option Award will vest on October 14, 2022, and the remaining seventy-five percent of the Option Award will vest ratably on a monthly basis over the following three years. Twenty-five percent of the RSU Award will vest on first, second, third and fourth anniversary of the grant date of such award, subject, in each case, to Mr. Smith’s continued employment with CRISPR Inc., the Company or any other subsidiary of the Company. Mr. Smith will also receive a one-time payment of $75,000, which is subject to forfeiture in the event Mr. Smith’s employment with the Company is terminated for any reason prior to November 14, 2022. Mr. Smith will be eligible to participate in the Company’s 401(k) plan, health plans and other benefits on the same terms as all other Company employees.
Under the Employment Agreement, in the event we terminate his employment without Cause, or Mr. Smith resigns for Good Reason (both as defined in the Employment Agreement), the terminating party will be required to give six months’ notice (the “Notice Period”). During the Notice Period, Mr. Smith shall continue to be entitled to all compensation under the Employment Agreement, and all stock options and stock based awards shall continue to vest from the date notice of termination is given until the last day of the Notice Period. In addition, Mr. Smith will be entitled to receive a pro-rated bonus for the duration of the Notice Period.
No later than fifteen days following the delivery of notice by us to Mr. Smith of a termination without Cause or the delivery of a notice of resignation by Mr. Smith for Good Reason, Mr. Smith will be placed on “administrative leave.” During this period of administrative leave, Mr. Smith may enter into consulting arrangements and accept board positions with other companies and will be allowed to engage in other employment, so long as that employment doesn’t interfere with his obligations under the Employment Agreement. However, Mr. Smith will continue to be entitled to all compensation under the Employment Agreement through the administrative leave period, which terminates at the end of the Notice Period.
