Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director and Appointment of New Director
On September 23, 2019, Jonathan McIntyre, Ph.D. tendered his resignation from the Board of Directors (the “Board”) and the Compensation Committee of the Board, effective as of September 30, 2019. Mr. McIntyre has decided to step down from the Board given the increased demands placed on him as the Chief Executive Officer of Motif FoodWorks. His departure is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Departure of Chief Operating Officer and Chief Financial Officer and Appointment of Principal Accounting Officer
On September 23, 2019, Joshua Brumm, the Chief Operating Officer and Chief Financial Officer of the Company, submitted notice to the Company of his resignation, effective as of October 11, to pursue an opportunity as President and Chief Executive Officer of a biotechnology company.
On September 26, 2019, the Company and Mr. Brumm executed a consulting and separation agreement (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Brumm has agreed to provide advisory services to the Company upon request from October 11, 2019 (the “Resignation Date”) through December 31, 2019 (the “Consultation Period”). During the Consultation Period, all stock options granted to Mr. Brumm prior to the Resignation Date will continue to vest in accordance with their terms and Mr. Brumm shall have a period of 12 months following the termination of the Consultation Period to exercise any stock options that have vested as of the last day of the Consultation Period. The foregoing description of the separation agreement does not purport to be complete and is qualified in its entirety by the full text of the separation agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form10-Q for the quarter ended September 30, 2019.
On September 25, 2019, the Board appointed, upon the effectiveness of Mr. Brumm’s resignation, Rick Scalzo, the Company’s Corporate Controller, as the Company’s principal accounting officer. Mr. Scalzo (age 33) joined the Company in 2018. Prior to joining the Company, Mr. Scalzo was Corporate Controller at several other biotechnology or pharmaceutical companies, including X4 Pharmaceuticals, Astellas Institute of Regenerative Medicine and Ocata Therapeutics, after beginning his career at PwC. Mr Scalzo is a CPA in the Commonwealth of Massachusetts and holds an MBA from the University of Massachusetts and a bachelor’s degree from Boston College.
Item 9.01 Exhibits
