| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Performance-Based Equity Incentive Awards
On May 31, 2023, the Board of Directors (the “Board”) of Taysha Gene Therapies, Inc. (the “Company”) approved, as recommended by the Compensation Committee (the “Committee”) of the Board, a one-time grant of performance-based equity incentive awards (the “Performance-Based Equity Incentive Awards”), in the form of options to purchase shares of the Company’s common stock under the Company’s 2020 Stock Incentive Plan (the “Plan”), to each of the Company’s named executive officers as follows:
| | |
Name and Title | | Option to Purchase Shares (#) |
Sean Nolan
Chief Executive Officer | | 666,500 |
Sukumar Nagendran
President & Head of R&D | | 477,150 |
Kamran Alam
Chief Financial Officer | | 267,975 |
The Board, at the recommendation of the Committee, determined to award the Performance-Based Equity Incentive Awards to strengthen the Company’s pay for performance philosophy. Because these awards are only earned upon achievement of key performance goals that drive the Company’s business and stockholder value, the Board and the Committee believe that these awards increase the alignment between the interests of the Company’s executive officers and stockholders.
The Performance-Based Equity Incentive Awards are subject to the achievement of pre-established clinical, regulatory and corporate milestones by December 31, 2023. Upon the achievement of all of such milestones, each Performance-Based Equity Incentive Award shall vest as follows: with respect to one-third of the shares, on December 31, 2024, with respect to the next one-third of the shares, on December 31, 2025, and the remainder shall vest on December 31, 2026, subject to such employee’s Continuous Service (as defined in the Plan) on each vesting date.
Non-Employee Director Compensation Policy
On May 31, 2023, the Board approved, as recommended by the Committee, an amended and restated Non-Employee Director Compensation Policy (the “A&R Director Compensation Policy”). The A&R Director Compensation Policy reflects the following changes: (i) revises the amount of the initial equity grant to be an option to purchase 43,800 shares of the Company’s common stock, par value $0.00001, (the “Common Stock”); and (ii) revises the annual equity grant to be an option to purchase 36,200 shares of Common Stock.
The foregoing description of the A&R Director Compensation Policy does not purport to be complete and is qualified in its entirety by reference to the A&R Director Compensation Policy, a copy of which will be filed with the Securities and Exchange Commission in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023.
