Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b), (c), (e) On February 23, 2022, Tillman U. Gerngross, Ph.D. resigned as
Chief Executive Officer and President of Adagio Therapeutics, Inc. (the
"Company") and as a member of the Board of Directors (the "Board") of the
Company.
Following Dr. Gerngross's resignation, on February 23, 2022, the Board appointed
David Hering to serve as Interim Chief Executive Officer. Mr. Hering will also
continue to serve as the Company's Chief Operating Officer. There is no
arrangement or understanding between Mr. Hering and any other person pursuant to
which he was selected as an officer of the Company, and there is no family
relationship between Mr. Hering and any of the Company's other executive
officers or directors. The Company is not aware of any
transaction involving Mr. Hering requiring disclosure under Item
404(a) of Regulation S-K.
In connection with Mr. Hering's appointment as Interim Chief Executive Officer,
on March 18, 2022, the Board approved the following compensation for Mr. Hering:
(i) an increase in Mr. Hering's annual base salary to $510,000, effective as of
February 23, 2022, (ii) a monthly stipend of $7,500 in addition to Mr. Hering's
base salary during his tenure as Interim Chief Executive Officer and (iii) a
target bonus for 2022 reflecting a blended rate of (a) a 60% target bonus at an
assumed annual base salary of $600,000 for time served as Interim Chief
Executive Officer and (b) a 40% target bonus for time served solely as Chief
Operating Officer.
Mr. Hering's employment agreement (the "Employment Agreement"), which was
amended and restated in connection with the Company's initial public offering,
provides that Mr. Hering is eligible for an annual target bonus of 40% of his
base salary (which will be adjusted pursuant to the foregoing for time served as
Interim Chief Executive Officer). The annual bonus will be determined by the
Compensation Committee of the Board based on the achievement of performance
goals and objectives for the calendar year. The Employment Agreement provides
for standard benefits, such as paid time off, reimbursement of business
expenses, and participation in the Company's employee benefit plans and
programs. In the event that Mr. Hering's employment ends upon death or a
disability, he will be entitled to accrued obligations and payment of his target
bonus so long as his employment terminates after the completion of the calendar
year but prior to the date of payment of the bonus (the "Earned Bonus"). In the
event that Mr. Hering's employment terminates, other than during the period
commencing three months prior to or ending 12 months following a "change in
control" (as defined in the Company's 2021 Equity Incentive Plan) (the "Change
in Control Period") by the Company without "cause" or by him for "good reason"
(each as defined in the Employment Agreement), and subject to the delivery to
the Company of a separation agreement that includes a general release of claims,
Mr. Hering will receive cash severance equal to nine months of his base salary,
as well as the Earned Bonus, if applicable, and nine months continuation of
benefits. Mr. Hering will also be entitled to delayed forfeiture of unvested
time-based equity awards until 90 days after the date of termination. In the
event that Mr. Hering's employment is terminated by the Company without cause or
by him for good reason, in either case, during the Change in Control Period, and
subject to his delivery to the Company of a separation agreement that includes a
general release of claims, Mr. Hering will receive cash severance equal to 12
months of his base salary, his target bonus for the year of termination, as well
as the Earned Bonus, if applicable, and 12 months continuation of benefits. In
such case, Mr. Hering will also be entitled to immediate acceleration and full
vesting of any time-based equity awards, exercisable or nonforfeitable as if
employment continued until the later of the date of termination or the effective
date of the separation agreement.
The foregoing description of the Employment Agreement is only a summary and is
qualified in its entirety by reference to the complete terms and conditions of
the Employment Agreement, which is filed as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Mr. Hering has also entered into an indemnification agreement in the form
previously approved by the Board, which form is filed as Exhibit 10.4 to the
Company's Registration Statement on Form S-1/A, filed with the SEC on August 2,
2021.
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David Hering, M.B.A., 47, has served as the Company's Chief Operating Officer
since June 2021. Prior to joining Adagio, Mr. Hering served as the Head of the
mRNA Global Franchise Business of Pfizer, Inc. from April 2021 to June 2021, the
President of North America Vaccines of Pfizer, Inc. from December 2018 to April
2021 and the Vaccines Commercial Officer of Pfizer, Inc. from June 2015 to
December 2018. Before joining Pfizer in 2015, Mr. Hering spent seven years at
Novartis Vaccines, where he held the position of Head of the North America
Region. Mr. Hering received an M.B.A. from Harvard Business School and a B.S. in
Operations Research and Industrial Engineering from Cornell University.
In order to achieve a more equal balance of membership among the Company's three
classes of directors in connection with Dr. Gerngross's resignation from the
Board, the Board determined that one of its members should be reclassified from
Class II (with a term expiring at the Company's 2023 annual meeting of
stockholders) to Class III (with a term expiring at the Company's 2024 annual
meeting of stockholders). Accordingly, on February 23, 2022, Tom Heyman agreed
to resign from his position as a Class II director subject to his immediate
reappointment as a Class III director. The Board accepted Mr. Heyman's
resignation and immediately reappointed him as a Class III director. The
resignation and reappointment of Mr. Heyman was effected solely to rebalance the
Board classes in connection with Dr. Gerngross's resignation, and for all other
purposes, Mr. Heyman's service on the Board is deemed to have continued
uninterrupted.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
99.1 Amended and Restated Employment Agreement, by and between the
Registrant and David Hering, dated August 5, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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