Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 17, 2021, the Board of Directors (the "Board") of AlloVir, Inc., a
Delaware corporation (the "Company"), appointed Diana M. Brainard, M.D., as the
Company's Chief Executive Officer and principal executive officer, effective
May 17, 2021 (the "Commencement Date"). Dr. Brainard will remain a director of
the Company following the Commencement Date.
Dr. Brainard has served on the Board since April 2019, initially as a Board
observer, and as an independent director since July 2020. Prior to joining the
Company, Dr. Brainard has served as Senior Vice President and Virology
Therapeutic Area Head at Gilead Sciences, Inc. since 2018, where she was
previously Vice President of Liver Diseases from 2015 to 2018. Prior to Gilead,
Dr. Brainard worked for Merck in early drug development both in clinical
pharmacology and as the Infectious Diseases Lead in translational medicine.
Dr. Brainard obtained her Bachelor of Arts degree from Brown University and her
M.D. from Tulane University School of Medicine.
Dr. Brainard's employment agreement with the Company provides for "at will"
employment beginning on the Commencement Date. Pursuant to the terms of her
employment agreement, Dr. Brainard is entitled to an annual base salary of
$584,000 and is eligible for annual cash bonus targeted at 60% of her base
salary. Pursuant to the terms of her employment agreement, contingent upon her
commencement of employment of the Company on the Commencement Date and effective
as of such Commencement Date (such date, the "Grant Date"), pursuant to the
terms of the Company's 2020 Stock Option and Incentive Plan, Dr. Brainard will
be granted a stock option (the "Time-Based Option") to purchase 500,000 shares
of the Company's common stock ("Common Stock"), 30,000 restricted stock units
(the "Sign-On RSU Award") and 170,000 restricted stock units ("the "Time-Based
RSU Award"). The Time-Based Option has a ten-year term and vests over four years
with 25% of the shares of Common Stock subject to the Time-Based Option vesting
one year after the Grant Date and the remainder of the shares of Common Stock
subject to the Time-Based Option vesting quarterly thereafter. The exercise
price for each share of Common Stock subject to the Time-Based Option will be
equal to the closing trading price of a share of Common Stock on the Grant Date.
The Sign-On RSU Award vests one year after the Grant Date, and the Time-Based
RSU Award vests over four years with 25% of the shares of Common Stock subject
to the Time-Based RSU Award vesting one year after the Grant Date and the
remainder of the shares of Common Stock subject to the Time-Based RSU Award
vesting quarterly thereafter.
Dr. Brainard is eligible to participate in the employee benefit plans generally
available to full-time employees, subject to the terms of those plans.
Dr. Brainard is also eligible for reimbursement of certain relocation and
housing expenses. Pursuant to the terms of her employment agreement, if
Dr. Brainard's employment is terminated by the Company without cause (as defined
in her employment agreement) or by Dr. Brainard for good reason (as defined in
her employment agreement), Dr. Brainard will receive any earned but unpaid base
salary through the date of termination, any unpaid vested amounts or benefits
under any compensation, incentive or benefit plan through the date of
termination, and reimbursement of unpaid reasonable and necessary expenses
through the date of termination. Additionally, subject to Dr. Brainard's
execution of a release of potential claims against the Company, Dr. Brainard
will be entitled to receive: (i) a lump sum in cash in an amount equal to
36 months of her then-current base salary, (ii) a lump sum in cash in an amount
equal to 100% of Dr. Brainard's target bonus for the then current year, less, in
the case of (i) and (ii) any amounts payable under her Restrictive Covenants
Agreement, (iii) a lump sum in cash in an amount equal to the sum of any then
unpaid annual bonus for the prior year and the pro rata bonus for the then
current year, (iv) reimbursement for any monthly COBRA premium payments until
the earlier of the expiration of the severance period, her eligibility for group
medical plan benefits under any other employer's group medical plan, and
(v) acceleration of vesting of any unvested equity awards.
In connection with Dr. Brainard's appointment as Chief Executive Officer,
Dr. Brainard will enter into the Company's standard form of indemnification
agreement, a copy of which was filed as Exhibit 10.5 to the Company's
Registration Statement on Form S-1 (File No. 333-239698) filed with the
Securities and Exchange Commission on July 23, 2020. Pursuant to the terms of
the indemnification agreement, the Company may be required, among other things,
to indemnify Dr. Brainard for some expenses, including attorneys' fees,
judgments, fines and settlement amounts incurred by her in any action or
proceeding arising out of her service as one of our officers. In addition,
Dr. Brainard entered into a Restrictive Covenants Agreement which includes
non-competition and non-solicitation provisions that apply during the term of
Dr. Brainard's employment and for one year thereafter.
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Dr. Brainard has no family relationship with any of the executive officers or
directors of the Company. There are no arrangements or understandings between
Dr. Brainard and any other person pursuant to which she was appointed as an
officer of the Company.
The foregoing description of the employment agreement with Dr. Brainard is
qualified in its entirety by reference to the complete text of such agreement,
which is filed as Exhibit 10.1 and is incorporated by reference herein.
In connection with Dr. Brainard's appointment as CEO, effective as of the
Commencement Date, David Hallal will step down as CEO and continue to serve as
Executive Chairman of the Board.
Item 7.01 Regulation FD Disclosure.
On March 22, 2021, the Company issued a press release announcing the appointment
of Dr. Brainard as CEO and Mr. Hallal's continued role as Executive Chairman of
the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated into this Item 7.01 by reference.
The information in this Current Report on Form 8-K and Exhibit 99.1 attached
hereto is intended to be furnished and shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Executive Employment Agreement by and between AlloVir, Inc. and
Diana Brainard, effective as of March 17, 2021
99.1 Press release issued by Allovir, Inc on March 22, 2021, furnished
herewith.
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