Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 25, 2020, Neoleukin Therapeutics, Inc., (the "Company") announced
that the Board of Directors of the Company (the "Board") appointed Robert Ho as
the Chief Financial Officer of the Company, including as the "principal
financial officer" and "principal accounting officer" of the Company within the
meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended,
effective on or about March 16, 2020 (the "Appointment Date"). Effective as of
the Appointment Date, the Company's current Interim Chief Financial Officer and
Vice President, Finance, Kamran Alam, has agreed to resign from his current
positions. Following the Appointment Date, Mr. Alam will serve as the Company's
Senior Strategic Advisor.
Before joining the Company, Mr. Ho served in various positions at Davita Inc., a
provider of kidney dialysis services, since January 2016, including most
recently as Senior Finance Director. Prior to that and a one year break in
service, Mr. Ho served as Strategic Financial Advisor to a privately owned
company from 2007 to 2014. Mr. Ho also served in various positions at Morgan
Stanley from March 2004 to February 2007, including most recently as a Vice
President in the Healthcare Investment Banking Division. Mr. Ho holds a Bachelor
of Business Administration from the University of Notre Dame and an M.B.A. from
the University of Virginia Darden School of Business.
In connection with Mr. Ho's appointment as Chief Financial Officer, the
Compensation Committee of the Board approved the Company's entry into an
employment agreement (the "Employment Agreement") with Mr. Ho, which includes
the following terms: (i) an initial annual base salary of $350,000 per year (the
"Initial Base Salary"), (ii) an annual discretionary bonus of up to 40% of the
Initial Base Salary (the "Target Bonus"), (iii) a restricted stock unit (the
"RSU Award") representing the opportunity to receive an aggregate of 75,000
shares of the Company's common stock ("Common Stock") with the shares underlying
the RSU Award vesting in three equal annual installments on each of the first,
second and third anniversaries of the Appointment Date, in each case so long as
Mr. Ho remains employed by the Company through the applicable vesting date, and
(iv) an option to purchase up to 200,000 shares of Common Stock (the "Option
Award") with 1/4th of the shares underlying the Option Award vesting and
becoming exercisable on the one-year anniversary of the Appointment Date, and
1/48th of the shares underlying the Option Award vesting and becoming
exercisable on a monthly basis thereafter, among other benefits. Additionally,
in the event Mr. Ho experiences a termination of his employment without "cause"
or he resigns for "good reason" (each as defined in the Employment Agreement),
provided that he executes and makes effective a release of claims against the
Company and its affiliates, Mr. Ho will become entitled to (i) continued base
salary for nine months, payable in accordance with the Company's standard
payroll practices; and (ii) premium payments for continued healthcare coverage
for up to nine months. In the event Mr. Ho experiences a termination without
"cause" or he resigns for "good reason" during the 12-month period following a
change in control, then in lieu of the foregoing, Mr. Ho would become entitled
to (a) continued base salary for 12 months, payable in accordance with the
Company's standard payroll practices; (b) 100% of his annual target bonus,
payable in a single lump-sum; (c) premium payments for continued healthcare
coverage for up to 12 months; and (d) 100% accelerated vesting his
then-outstanding equity awards.
The foregoing summary of the Employment Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the Employment
Agreement, which will be filed as an exhibit to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ending March 31, 2020.
The Company expects to enter into its standard form of indemnification agreement
for directors and executive officers with Mr. Ho. The form of the
indemnification agreement was previously filed by the Company as Exhibit 10.5 to
the Company's Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on January 28, 2014 and incorporated by reference herein.
There are no arrangements or understandings between Mr. Ho and any other
persons, pursuant to which he was appointed as Chief Financial Officer, no
family relationships among any of the Company's directors or executive officers
and Mr. Ho and he has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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