Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Margaret Koziel, M.D. as Senior Vice President and Chief Medical
Officer
On December 6, 2021, Axcella Health Inc. (the "Company" or "Axcella"), doing
business as "Axcella Therapeutics," announced that Margaret Koziel, M.D., has
been appointed to serve as the Company's Senior Vice President and Chief Medical
Officer, effective as of December 1, 2021 (the "Effective Date").
Dr. Koziel who previously served as Vice President, Clinical Development, joined
Axcella in 2019, bringing a wealth of leadership experience within both
biopharma and academia. Before joining Axcella, she held positions of increasing
responsibility at Kaleido Biosciences, Inc., Vertex Pharmaceuticals, Inc., and
the Novartis Institute for BioMedical Research (NIBR), working across the full
spectrum of clinical development, from target selection through Phase 4 trials.
Dr. Koziel has also served as a Professor and Assistant Vice Provost for
Clinical Research at the University of Massachusetts Medical School, staff
physician at the Beth Israel Deaconess Medical Center and Associate Professor of
Medicine at Harvard Medical School. Dr. Koziel has published nearly 90 papers in
journals such as the New England Journal of Medicine and The Journal of Clinical
Investigation. She obtained her B.A. and M.D. from Dartmouth and her
postgraduate medical training at New England Deaconess Hospital and
Massachusetts General Hospital, affiliates of Harvard Medical School.
Employment Agreement with Dr. Koziel
In connection with her appointment as Senior Vice President and Chief Medical
Officer, Dr. Koziel and the Company entered into an Employment Agreement, dated
December 1, 2021 (the "Koziel Employment Agreement").
Pursuant to the terms of the Koziel Employment Agreement, Dr. Koziel will
receive an annual base salary of $415,000 and is eligible to receive an annual
target bonus of 40% of her annual base salary, based on achievement of certain
individual and corporate milestones to be determined and approved by the Board
of Directors of the Company (the "Board"). In connection with her promotion,
subject to the approval of the Board, Dr. Koziel will also receive an option to
purchase 75,000 shares of the Company's common stock, with 25% of such shares
vesting on the first anniversary of the Effective Date and the remaining shares
vesting in 12 equal quarterly installments thereafter, subject to Dr. Koziel's
continued service to the Company. Dr. Koziel's employment is "at will" and may
be terminated at any time by the Company or Dr. Koziel.
The foregoing description of the Koziel Employment Agreement is not complete and
is qualified in its entirety by the copy thereof which is attached as Exhibit
10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
10.1 Employment Agreement, by and between the Company and Margaret Koziel,
dated as of December 1, 2021.
99.1 Press Release issued by the Company on December 6, 2021, furnished
hereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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