Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 9, 2021, Daniel S. Lynch resigned from his position as a member and Chairman of the Board of Directors (the “Board”) of Surface Oncology, Inc. (the “Company”), effective April 1, 2021. Mr. Lynch’s resignation was not the result, in whole or in part, of any disagreement with the Company. The Company expects to enter into a Senior Advisor Agreement with Mr. Lynch prior to the effective date of his resignation, providing for specified consulting services. The terms of the consulting agreement have not yet been finalized.
On February 9, 2021, J. Jeffrey Goater resigned from his position as the Company’s Chief Executive Officer, effective April 1, 2021, and was appointed by the Board to serve as the Chairman of the Board, effective April 1, 2021. Mr. Goater’s resignation was not the result, in whole or in part, of any disagreement with the Company. In connection with his resignation as the Company’s Chief Executive Officer, Mr. Goater and the Company entered into a Transition and CEO Support Agreement (the “Transition Agreement”) pursuant to which, (i) from February 9, 2021 through March 31, 2021, Mr. Goater will continue serve as the Company’s Chief Executive Officer and will receive an annual base salary of $555,800 and be eligible for a prorated bonus of $76,423, (ii) from April 1, 2021 through September 30, 2021, Mr. Goater will provide services to the Company as a senior advisor to the Company’s Chief Executive Officer and receive an annual base salary of $420,000 and be eligible for a target bonus of up to $105,000, and (iii) from October 1, 2021 through March 31, 2022, Mr. Goater will serve as Chairman of the Board and receive board fees of $70,000 per year. In the event that Mr. Goater resigns prior to April 1, 2021, with the approval of the Company, and commences employment with a company that is not a competitor of the Company, Mr. Goater shall forgo his senior advisor role and serve as Chairman of the Board through March 31, 2022 and receive board fees of $70,000 per year. The date on which Mr. Goater ceases to serve as an employee and serves only as the Chairman of the Board is referred to as his Separation Date. Any equity awards granted to Mr. Goater prior to December 31, 2020 (the “Historical Grants”) will continue to vest through the earlier of March 31, 2022 and the last day of his Service Relationship (as defined in the Transition Agreement), such date being the Final Vesting Date. The exercise period of all vested Historical Grants held by Mr. Goater at the Final Vesting Date shall be extended until twelve months following the Final Vesting Date. In connection with the Transition Agreement, and subject to his continued Service Relationship, on April 1, 2021, Mr. Goater will receive (i) options to purchase 30,000 shares of the Company’s common stock (the “CEO Support Period Grant”) and (ii) options to purchase 39,825 shares of the Company’s common stock (the “Board Chair Grant”). Half of the CEO Support Period Grant will vest monthly through the earlier of September 30, 2021 and the termination of his Service Relationship, and the remainder of the CEO Support Period Grant will vest monthly through the earlier of March 31, 2022 and the termination of his Service Relationship. 35,400 of the Board Chair Grant will vest on March 31, 2022, subject to his continued Service Relationship, and 4,425 of the Board Chair Grant will vest monthly from April 1, 2022 through the earlier of June 30, 2022 and the termination of his Service Relationship. All of Mr. Goater’s Historical Grants and CEO Support Grants will accelerate in full if the Separation Date occurs during a Change in Control Period (as defined in Mr. Goater’s current employment agreement). The foregoing description of the Transition Agreement is a summary only and is qualified in its entirety by reference to the full text of the Transition Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
On February 9, 2021, the Board appointed Robert W. Ross, M.D., previously the Company’s Chief Medical Officer, as Chief Executive Officer, effective April 1, 2021. The Board also appointed Dr. Ross as a member of the Board, effective April 1, 2021. Dr. Ross’s appointment to the Board fills the vacancy resulting from Mr. Lynch’s resignation. Dr. Ross will serve as a “Class II” director for a term that ends at the 2023 annual meeting of stockholders. Upon the recommendation of the Compensation Committee, the Company also entered into an Amended and Restated Employment Agreement (the “CEO Employment Agreement”) with Dr. Ross, pursuant to which, upon the effective date of his appointment as Chief Executive Officer, Dr. Ross’s base salary will be $525,000, and he will be eligible to earn an annual bonus with a target amount equal to 50% of his base salary. In connection with his appointment as the Chief Executive Officer, Mr. Ross received a one-time grant of options to purchase 484,280 shares of the Company’s common stock, which will vest monthly from April 1, 2021 until April 1, 2025, subject to his continued Service Relationship (as defined in the CEO Employment Agreement). Dr. Ross is also eligible to participate in the employee benefit plans available to the Company’s employees, subject to the terms of those plans. The foregoing description of the CEO Employment Agreement is a summary only and is qualified in its entirety by reference to the full text of the CEO Employment Agreement which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
In connection with the appointments described above, the Company issued a press release on February 11, 2021, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number | | Description |
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| 10.1 | | Transition and CEO Support Agreement, dated February 9, 2020, by and between J. Jeffrey Goater and Surface Oncology, Inc. |
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| 10.2 | | Amended and Restated Employment Agreement, dated February 9, 2020, by and between Robert Ross, M.D. and Surface Oncology, Inc. |
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| 99.1 | | Press release issued by Surface Oncology, Inc. on February 11, 2021 |
