| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)(c) On March 18, 2021, the Board of Directors (the “Board”) of Translate Bio, Inc. (the “Company”) appointed Everett Rand Sutherland, M.D. to serve as the Company’s President, effective as of Dr. Sutherland’s first date of employment with the Company, which commenced on March 22, 2021. Effective as of the commencement of employment of Dr. Sutherland, Ronald C. Renaud, Jr., the Company’s current Chief Executive Officer, President and principal financial officer, shall no longer serve as the Company’s President. Mr. Renaud will continue to serve as the Company’s Chief Executive Officer and principal financial officer and as a member of the Board.
Dr. Sutherland, age 51, previously served at Sanofi Genzyme from February 2014, serving most recently as Global Head of Medical Affairs from May 2018, and prior to that Head of the Rare Diseases Development therapeutic area. Dr. Sutherland led clinical development and medical affairs teams to develop and launch medicines for lysosomal storage diseases, rare blood and other genetic diseases, and pulmonary and immunological diseases. Prior to joining Sanofi, from July 2001 Dr. Sutherland was a faculty member at the University of Colorado and from July 2009 Chief of Pulmonary and Critical Care Medicine at National Jewish Health in Denver, where he cared for patients and led an NIH-funded clinical and translational research program focused on severe asthma and other complicated pulmonary diseases. Dr. Sutherland earned a B.A. from Oberlin College, an M.P.H. from the Harvard School of Public Health, and his M.D. from the University of Chicago. He completed his post-doctoral training in Internal Medicine at the University of California, San Francisco and completed a fellowship in Pulmonary and Critical Care Medicine at the University of Colorado.
Pursuant to the employment agreement between Dr. Sutherland and the Company (the “Sutherland Employment Agreement”), Dr. Sutherland will be entitled to receive the following compensation: (i) a base salary of $485,000; (ii) an annual cash discretionary bonus up to 45% of his base salary; (iii) an initial option grant to purchase 300,000 shares of the Company’s common stock vesting over four years, with 25% of the shares vesting on the first anniversary of his employment start date and the remainder vesting in equal monthly installments, subject in each case to his continued service; and (iv) a sign-on bonus of $297,763, subject to repayment provisions should he leave the Company within a certain time period.
Under the Sutherland Employment Agreement, Dr. Sutherland is entitled, subject to his execution and nonrevocation of a release of claims in the Company’s favor, in the event of the termination of his employment by the Company without cause or by him for good reason, each as defined in the Sutherland Employment Agreement, to (i) continue receiving his then-current annual base salary for a period of nine months following the date his employment is terminated; (ii) continue receiving an amount equal to COBRA premiums for health benefit coverage on the same terms as were applicable to him prior to his termination for a period of nine months following the date that his employment is terminated, or earlier, if he becomes eligible to enroll in a health benefit plan with a new employer; (iii) acceleration of the vesting of all unvested stock options and other equity awards such that 25% of the unvested shares then held by him shall become fully vested and exercisable on the date his employment is terminated; and (iv) receive a prorated target annual bonus amount based on the number of full weeks worked in the year in which his employment is terminated.
In the event that Dr. Sutherland’s employment is terminated by the Company without cause or by Dr. Sutherland with good reason, each as defined in the Sutherland Employment Agreement, within 12 months following a change of control, Dr. Sutherland will be entitled under the Sutherland Employment Agreement to (i) continue receiving his then-current annual base salary for a period of
