| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Executive Officer Transition
On December 15, 2022, Lyell Immunopharma, Inc. (the “Company”) announced that Ms. Elizabeth Homans would step down from her position as Chief Executive Officer and as a member of the Board of Directors (the “Board”) of the Company effective December 15, 2022 and that Dr. Lynn Seely would be appointed President and Chief Executive Officer of the Company and would remain a member of the Board. There were no disagreements between Ms. Homans and the Company.
Ms. Homans’s Separation Agreement
On December 15, 2022 (the “Separation Date”) Ms. Homans entered into a Separation, Transition and General Release Agreement (the “Separation Agreement”) pursuant to which the Company and Ms. Homans mutually agreed that Ms. Homans will resign from the foregoing offices. Pursuant to the Separation Agreement, subject to a general release and waiver of claims against the Company, Ms. Homans shall provide transition services as an independent contractor to the Company until the earlier of (i) June 15, 2024 and (ii) the date that the Company terminates Ms. Homans engagement for cause pursuant to the Separation Agreement (such earlier date, the “End Date”). Ms. Homans will receive the following severance benefits as a result of her resignation:
| | • | | All accrued salary, and all accrued and unused vacation earned through the Separation Date, subject to standard payroll deductions and withholdings; |
| | • | | The amount of $900,000, less applicable payroll withholdings and deductions, which constitutes the equivalent of eighteen (18) months of Ms. Homans’s annual base salary in effect as of the Separation Date; |
| | • | | The amount of $360,000, less applicable payroll withholdings and deductions, which constitutes 100% of Ms. Homans’s annual target bonus for 2022; |
| | • | | Any stock options granted to Ms. Homans that are outstanding as of the Separation Date shall continue to be exercisable and vest (as applicable) until the End Date (unless accelerated in connection with a Change in Control, as such term is defined in Ms. Homans’s Offer Letter, dated July 23, 2020); |
| | • | | COBRA health insurance premiums for eighteen (18) months following the Separation Date; and |
| | • | | Payment of reasonable attorneys’ fees in connection with the negotiation of the Separation Agreement, up to a maximum of $25,000. |
The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions and agreements contained in the Separation Agreement, and is subject to and qualified in its entirety by reference to the complete text of the Separation Agreement, a copy of which is filed as exhibit 10.1 hereto.
Appointment of Dr. Seely as President and Chief Executive Officer
On December 14, 2022, Dr. Seely entered into an offer of employment with the Company (the “Seely Offer Letter”), pursuant to which she commenced her role as the Company’s President and Chief Executive Officer on December 15, 2022 and will also continue in her role as a member of the Board.
Dr. Seely, has served as a member of the Board since May 2021. Dr. Seely currently serves as a member of the board of directors of Blueprint Medicines Corp., a publicly-traded pharmaceutical company. From June 2016 to January 2021, Dr. Seely served as President, Chief Executive Officer and a member of the board of directors of Myovant Sciences, a biotechnology company. From March 2005 to October 2015, Dr. Seely served as Senior Vice President and Chief Medical Officer of Medivation, a biotechnology company. Dr. Seely received an M.D. from the University of Oklahoma College of Medicine and a B.A. in Journalism from the University of Oklahoma. Dr. Seely completed her residency and served as chief resident in internal medicine at Yale-New Haven Hospital, and she completed her fellowship in endocrinology and metabolism at the University of California, San Diego.
Pursuant to the Seely Offer Letter, Dr. Seely will receive an annual base salary of $650,000 and a target bonus of up to 60% of her base salary. Dr. Seely will also be granted a sign-on award of stock options (the “Option Award”) exercisable for up to 7,500,000 shares of common stock of the Company, with an exercise price equal to the fair market value of the Company’s Common Stock as of the close of the market on December 15, 2022, to be granted under the
