Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 9, 2023, the Board of Directors (the "Board") of HOOKIPA Pharma Inc.
(the Company") appointed Terry Coelho as a director of the Board, effective
April 3, 2023. Ms. Coelho will serve as a Class III director, to serve until the
Company's annual meeting of stockholders in 2025. Ms. Coelho will also serve as
a member of the Compensation Committee of the Board and the Audit Committee of
the Board commencing on April 3, 2023.
Ms. Coelho most recently served as Executive Vice President, Chief Financial
Officer and Chief Business Development Officer for CinCor Pharma, Inc from
November 2021 through November 2022. Prior to that, Ms. Coelho served as
Executive Vice President and Chief Financial Officer of BioDelivery Sciences
International from January 2019 to November 2021. Prior to that Ms. Coelho
served as Chief Financial Officer of Balchem Corporation from October 2017 to
October 2018. Prior to her time at Balchem, Ms. Coelho served as interim Chief
Operating Officer and Chief Financial Officer at Diversey, Inc. from September
2017 to October 2017. From October 2014 to October 2017, Ms. Coelho served at
Sealed Air Corporation, most recently as Vice President & Global Commercial
Excellence, Diversey Care. Ms. Coelho's experience also includes over seven
years at Novartis Pharmaceuticals from March 2007 until October 2014, most
recently as Global Head of Oncology Development Finance. Prior to that, Ms.
Coelho spent over 20 years at Mars, Incorporated. Ms. Coelho is a member of the
Board of Directors of First Wave BioPharma (NASDAQ: FWBI). Ms. Coelho received
her B.A. from The American University in Washington, D.C. and earned her M.B.A.
from the Instituto Brasileiro de Mercado de Capitais in Rio de Janeiro, Brazil.
The Board believes Ms. Coelho's business, strategic and leadership experience as
well as her knowledge of the biotechnology industry makes her qualified to serve
on the Company's Board.
Ms. Coelho will be compensated for her service as a non-employee director
pursuant to the Company's Non-Employee Director Compensation Policy (the
"Policy"). As a non-employee director, Ms. Coelho is entitled to an initial
option to purchase 19,200 shares of the Company's common stock and is also
entitled to receive an annual cash retainer of $40,000 and additional annual
stock option awards, subject to her continued service on the Board. As a member
of the Audit Committee and Compensation Committee of the Board, Ms. Coelho is
also entitled to receive an annual cash retainer of $15,000 and $10,000,
respectively, subject to her continued service on the Audit Committee and
Compensation Committee. Ms. Coelho may elect to receive stock options in lieu of
such annual cash retainers.
The Company will also enter into an indemnification agreement with Ms. Coelho in
connection with her appointment to the Board, which will be in substantially the
same form as that entered into with the other directors of the Company. There
are no other arrangements or understandings between Ms. Coelho and any other
persons pursuant to which she was selected as a director, and Ms. Coelho has no
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On March 13, 2023, the Company issued a press release announcing the appointment
of Ms. Coelho to the Board. A copy of this press release is furnished as Exhibit
99.1 to this report on Form 8-K.
The information in this Item 7.01 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 (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 or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Item 9.01. Exhibits
(d) Exhibits
99.1 Press Release issued by the Company on March 13, 2023, furnished
herewith.
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