Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Andy Kidd to the Board
On December 30, 2021, the Board of Directors (the "Board") of Aptinyx Inc. (the
"Company") unanimously elected Andy Kidd to the Board, effective January 1,
2022. Upon his election to the Board, Mr. Kidd became a member of the class of
directors with terms expiring at the 2024 Annual Meeting of Stockholders of the
Company and until his successor is duly elected and qualified, or until his
earlier resignation or removal. At the time of Mr. Kidd's election to the Board,
the committees of the Board to which Mr. Kidd will be or is expected to be
appointed, if any, had not been determined.
There are no arrangements or understandings between Mr. Kidd and any other
persons pursuant to which he was elected as a director of the Company. There are
no family relationships between Mr. Kidd and any director or executive officer
of the Company, 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.
Amendment to Amended and Restated Employment Agreement with Andy Kidd
On January 1, 2022 (the "Effective Date"), pursuant to the previously announced
leadership transition plan, the Company entered into an amendment to the Amended
and Restated Employment Agreement, effective as of the closing of the Company's
first underwritten public offering of its equity securities pursuant to an
effective registration statement under the Securities Act of 1933, with Andy
Kidd, the Company's current President and Chief Operating Officer (the "Kidd
Amendment"). The Kidd Amendment provides that as of the Effective Date, Mr. Kidd
will serve as the Company's President and Chief Executive Officer and will
receive an annual base salary of $500,000. The Kidd Amendment further provides
that Mr. Kidd will be eligible for: (i) an annual discretionary cash incentive
bonus equal to fifty percent (50%) of his base salary, as determined by the
Company's Board of Directors or Compensation Committee, (ii) severance payments
in an amount equal to one hundred percent (100%) of his base salary then in
effect plus one hundred and fifty percent (150%) of his target bonus for a
period of eighteen (18) months following his termination if such termination is
without cause and occurs within twelve (12) months of a change of control event;
and (iii) severance payments in an amount equal to one hundred percent (100%) of
his base salary then in effect for a period of twelve (12) months following his
termination if such termination is without cause and occurs prior to a change of
control event.
Amendment to Amended and Restated Employment Agreement with Norbert Riedel
On the Effective Date, the Company entered into an amendment to the Amended and
Restated Employment Agreement, effective as of the closing of the Company's
first underwritten public offering of its equity securities pursuant to an
effective registration statement under the Securities Act of 1933, with Norbert
Riedel, the Company's current Chief Executive Officer (the "Riedel Amendment").
The Riedel Amendment provides that as of the Effective Date, Dr. Riedel will
serve as the Company's Executive Chairman and will receive an annual base salary
of $315,900. The Riedel Amendment further provides that Dr. Riedel will be
eligible for an annual discretionary cash incentive bonus equal to fifty percent
(50%) of his base salary, as determined by the Company's Board of Directors or
Compensation Committee.
The foregoing descriptions of the Kidd Amendment and the Riedel Amendment do not
purport to be complete and are qualified in their entirety by reference to the
full text of such amendments, each of which is attached hereto as Exhibit 10.1
and Exhibit 10.2, respectively, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Amendment to the Amended and Restated Employment Agreement, dated
November 27, 2017, by and among Aptinyx, Inc. and Andrew D. Kidd
10.2 Amendment to the Amended and Restated Employment Agreement, dated
August 29, 2015, by and among Aptinyx, Inc. and Norbert G. Riedel,
Ph.D.
104 Cover Page Interactive Data File
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