| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 28, 2023, Ambrx Biopharma Inc. (the “Company”) appointed Andrew Aromando as the Company’s Chief Operating Officer.
Andrew Aromando, 54, brings over 30 years of experience across numerous sectors in the biopharmaceutical industry, serving in senior executive roles focused on corporate development, clinical operations, and commercial strategy. He will be responsible for leading certain operational functions as well as business development activities at Ambrx. Mr. Aromando has served in C-level roles for 15 years across multiple oncology-focused pharmaceutical companies. He also held senior executive positions at IQVIA, Syneos Health and WCG focused on the development of clinical and commercial solutions for early and late-stage clinical assets, new products, and mature brands of pharmaceutical and emerging biotech clients.
In connection with his appointment as Chief Operating Officer, the Company entered into an employment agreement with Mr. Aromando dated April 28, 2023 (the “Employment Agreement”). Under the Employment Agreement, which is for an indefinite term, Mr. Aromando is entitled to receive an annual base salary of $415,000, is eligible to receive a discretionary bonus with a target amount equal to 40% of his base salary, and is eligible for equity grants under the Company’s incentive plan.
In connection with the appointment of Mr. Aromando, he will receive a one-time inducement award of 2,600,000 ordinary share options, or the equivalent of 371,428 American Depository Shares, which will vest over a four-year period. Seven ordinary shares of the issuer represent one American Depository Share.
In the event Mr. Aromando’s employment is terminated by the Company without Cause or by Mr. Aromando for Good Reason (as such terms are defined in the Employment Agreement), the Company will pay Mr. Aromando a lump sum severance payment equal to nine months of his base salary (or 12 months of base salary plus 100% of his target bonus amount for the year of termination if such termination occurs three months prior to or 12 months following a change in control of the Company). Mr. Aromando also entered into a Confidentiality and Inventions Assignment Agreement with the Company.
The foregoing summary of the Employment Agreement is qualified in its entirety by the copy of such agreement filed as Exhibit 10.1 hereto and incorporated by reference.
No family relationships exist between Mr. Aromando and any of the Company’s directors or executive officers. There are no arrangements between Mr. Aromando and any other person pursuant to which Mr. Aromando was selected as the Company’s Chief Operating Officer, nor are there any transactions to which the Company is or was a participant and in which Mr. Aromando has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
