| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Equity Incentive Awards
On December 14, 2023, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Taysha Gene Therapies, Inc. (the “Company”) approved a one-time grant of equity incentive awards (the “Equity Incentive Awards”), effective January 2, 2024 (the “Grant Date”), under the Company’s 2020 Stock Incentive Plan (the “Plan”) in the form of (i) options to purchase shares of the Company’s common stock and (ii) restricted stock unit (“RSU”) awards to certain employees, including to each of the Company’s named executive officers as follows:
| | | | |
Name and Title | | Option to Purchase Shares (#) | | RSUs (#) |
Sean Nolan Chief Executive Officer | | 1,184,688 | | 1,184,688 |
Sukumar Nagendran President & Head of R&D | | 863,617 | | 863,617 |
Kamran Alam Chief Financial Officer | | 590,413 | | 590,413 |
The Committee determined such grants are appropriate to provide long-term incentives that align the interests of the Company’s employees with the interests of stockholders. In making its decision, the Committee considered the recent financing activities of the Company and the total shares outstanding, inclusive of shares underlying pre-funded warrants and the potential impact of the loss of any employee, especially members of management, on the Company’s ability to execute its corporate objectives.
With respect to the options, 25% of the shares underlying each option will vest on the one-year anniversary of the Grant Date, and the remainder will vest in 36 equal monthly installments thereafter, subject to the recipient’s Continuous Service (as defined in the Plan) on each vesting date. The options will have an exercise price equal to the closing price of the Company’s common stock on the Grant Date. With respect to the RSUs, the shares will vest in four equal annual installments beginning on the first anniversary date of the Grant Date, subject to the recipient’s Continuous Service on each vesting date.
Adoption of 2023 Inducement Plan
On December 15, 2023, following a recommendation by the Committee, the Board adopted the Taysha Gene Therapies, Inc. 2023 Inducement Plan (the “Inducement Plan”). The Inducement Plan was adopted without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4) and will be administered by the Committee. The Board reserved 4,000,000 shares of the Company’s common stock for issuance under the Inducement Plan.
The only persons eligible to receive grants of Inducement Awards (as defined below) under the Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq Listing Rule 5635(c)(4). The Inducement Plan will be administered by the Board and the Company’s Compensation Committee. Inducement Awards may only be granted by: (i) the Committee, provided such committee is comprised solely of “independent directors” (as defined by Nasdaq Listing Rule 5605(a)(2)) or (ii) a majority of the Company’s “independent directors.” An “Inducement Award” means any right to receive the Company’s common stock, cash or other property granted under the Inducement Plan (including nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, performance cash awards or other stock-based awards). The Board also adopted a form of restricted stock unit award grant notice and award agreement (the “Inducement RSU Grant Package”) and a form of stock option grant notice and stock option agreement (the “Inducement Stock Option Grant Package”) for use under the Inducement Plan.
The foregoing description of the Inducement Plan, the Inducement RSU Grant Package and the Inducement Stock Option Grant Package does not purport to be complete and is qualified in its entirety by reference to the full
