Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c)
On June 15, 2022, the Board of Directors (the “Board”) of Xilio Therapeutics, Inc. (the “Company”) promoted Martin Huber, M.D., 62, to President of the Company. Dr. Huber has served as President of R&D since August 2021 and will continue to serve as the Company’s head of research and development. Prior to his promotion, Dr. Huber also served as the Company’s Chief Medical Officer from April 2020 to June 2022. Before joining the Company, Dr. Huber served as Senior Vice President and Chief Medical Officer of Tesaro, Inc. from August 2015 to January 2019, before its acquisition by GlaxoSmithKline plc, and as Senior Vice President of Clinical Development at GlaxoSmithKline after the acquisition, from January 2019 to April 2020. Prior to that, he was Vice President, Oncology Clinical Research at Merck, where he was instrumental in the advancement of Merck’s oncology programs, serving as program lead for pembrolizumab in non-small cell lung cancer. Prior to Merck, Dr. Huber served in roles of increasing responsibility at Schering-Plough, Hoffmann-La Roche, and Rhone-Poulenc Rorer from 1994 to 2015. Dr. Huber serves as a member of the board of directors of Mersana Therapeutics, Inc. and Syndax Pharmaceuticals, Inc. Dr. Huber received a B.S. in Biology from Texas Lutheran College and an M.D. from the Baylor College of Medicine. He completed his medical oncology training at U.T. M.D. Anderson Cancer Center.
In connection with Dr. Huber’s promotion, on June 15, 2022, the Company and Dr. Huber entered into an amended and restated employment agreement, pursuant to which Dr. Huber will receive an annual base salary of $500,000 and his target annual incentive compensation will be 50% of his annualized base salary. In addition, Dr. Huber was granted an option to purchase 20,000 shares of the Company’s common stock, which options shall vest and become exercisable over four years in equal monthly installments beginning on the one-month anniversary of the grant date, subject to Dr. Huber’s continued service through each applicable vesting date.
The foregoing description of the amended and restated employment agreement is qualified in its entirety by reference to the complete text of such agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
(d)
Effective June 15, 2022, the Board, on the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Robert Ross, M.D. to the Board as a Class II director of the Company, to serve in such capacity until the Company’s 2023 annual meeting of stockholders or until his earlier resignation, death or removal. In connection with his election to the Board, Dr. Ross was appointed to the Compensation Committee of the Board.
In connection with his election to the Board, Dr. Ross will enter into the Company’s standard indemnification agreement in the form previously approved by the Board, a copy of which is filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Dr. Ross will receive compensation for his service as a director and a member of the Compensation Committee in accordance with the Company’s standard arrangements for non-employee directors, which are described on page 26 of the Company’s proxy statement for its 2022 annual meeting of stockholders, as filed with the U.S. Securities and Exchange Commission on April 26, 2022.
(e)
The information contained in Item 5.02(c) of this Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
