Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Elisabeth Leiderman, M.D.
On September 9, 2022, Elisabeth Leiderman, M.D., the Chief Financial Officer and
Head of Corporate Development, principal financial officer and principal
accounting officer of Decibel Therapeutics, Inc. (the "Company") notified the
Company of her intent to resign, effective October 7, 2022. Dr. Leiderman
informed the Company that her resignation is not related to any disagreement
with the Company on any matter relating to the Company's operations, policies or
practices. In connection with Dr. Leiderman's resignation, Dr. Leiderman and the
Company have entered into a letter agreement confirming the terms of her
separation from the Company (the "Letter Agreement").
Pursuant to the Letter Agreement, and subject to Dr. Leiderman's timely
execution and nonrevocation of a release of claims in favor of the Company, the
Company has agreed to provide Dr. Leiderman with the benefits that she would
have received had her employment been terminated by the Company without cause or
by her for good reason, as described in her Severance and Change in Control
Benefits Agreement, the terms of which were previously disclosed in the
Company's Current Report on Form 8-K, filed with the Securities and Exchange
Commission on April 13, 2021, and are incorporated by reference herein. The
Letter Agreement also provides for, among other things, mutual non-disparagement
obligations and reaffirms the continuing confidentiality, non-competition,
non-solicitation and invention assignment obligations applicable to
Dr. Leiderman under her existing Employee Confidentiality, Noncompetition and
Assignment Agreement with the Company.
The foregoing summary of the Letter Agreement is qualified in its entirety by
reference to the complete text of the Letter Agreement, which the Company
expects to file as an exhibit to its Quarterly Report on Form 10-Q for the
quarterly period ending September 30, 2022.
Appointment of James Murphy
On September 10, 2022, the Board of Directors of the Company appointed James
Murphy, a consultant at Danforth Advisors, LLC ("Danforth"), to serve as interim
chief financial officer of the Company, effective as of October 7, 2022.
Mr. Murphy will also serve as the Company's principal financial officer and
principal accounting officer.
Mr. Murphy will provide interim chief financial officer services pursuant to a
consulting agreement to which the Company is a party with Danforth. Under the
consulting agreement, the Company will pay Danforth an agreed upon hourly rate
of $450 per hour for Mr. Murphy's services and will reimburse Danforth for
reasonable, out-of-pocket expenses. The consulting agreement may be terminated
by the Company or Danforth with cause, upon 30 days written notice, and without
cause, upon 60 days written notice.
Mr. Murphy, age 66, has been associated with Danforth, a strategic finance and
operations firm with a focus on life science companies, since April 2012. While
associated with Danforth, Mr. Murphy has served a number of public and private
life science-oriented companies as a Chief Financial Officer and Senior
Financial Advisor. Prior to working with Danforth, Mr. Murphy served as Chief
Financial Officer at OxiGene, Inc., a publicly traded biotechnology company,
from February 2004 to April 2012. Mr. Murphy started his career in the life
science sector in 1990 when he joined Sepracor Inc., a publicly traded specialty
pharma and device company ("Sepracor"). Mr. Murphy held finance roles of
increasing responsibilities while at Sepracor and its related entities.
Mr. Murphy received his B.A. in economics and accounting from the College of the
Holy Cross.
Mr. Murphy does not have a family relationship with any of the Company's
officers or directors. Other than his consultancy with the Company, there are no
arrangements or understandings between Mr. Murphy and any other person pursuant
to which he was elected as an officer of the Company and there have been no
transactions in which the Company has participated and in which Mr. Murphy had a
direct or indirect material interest that would be required to be disclosed
under Item 404(a) of Regulation S-K.
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