Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation
On September 29, 2020, the Board of Directors (the "Board") of Kaleido
Biosciences, Inc. (the "Company") accepted the planned resignation of Alison
Lawton, Ph.D. from the Board, effective as of October 13, 2020 (the "Effective
Date"). Ms. Lawton's decision to resign was not the result of any disagreement
with the Company on any matters relating to the Company's operations, policies
or practices.
Management Transition
On September 29, 2020, the Board appointed Mr. Daniel Menichella as President
and Chief Executive Officer and a member of the Board, effective as of the
Effective Date. Mr. Menichella will also serve as the Company's Principal
Executive Officer.
Mr. Menichella, 61, was most recently Chief Executive Officer of CureVac B.V., a
role he held since June 2018 after having been hired as Chief Executive Officer
of CureVac's US subsidiary in January 2017. Prior to that, Mr. Menichella was
Chief Business Officer at several companies, including Bamboo Therapeutics, Inc.
from 2015-2016, Applied Genetic Technologies Corporation (AGTC) from 2013-2015
and Zyngenia, Inc. from 2011-2013. Mr. Menichella also led Business Development
and Corporate Strategy functions at Talecris Biopharmaceuticals from 2007-2011
and at Merck KGaA from 2002-2007. He earned his Bachelor of Arts from Harvard
University and his Master of Business Administration from the University of
North Carolina at Chapel Hill.
In connection with Mr. Menichella's appointment as Chief Executive Officer and
President, the Company and Mr. Menichella entered into an employment agreement,
dated September 30, 2020 (the "Employment Agreement"). Pursuant to the terms of
the Employment Agreement, Mr. Menichella will receive an annual salary of
$540,000 and be eligible for an annual bonus, with a target bonus of 50% of his
base salary, based on achievement of performance goals established by the
compensation committee of the Board. Mr. Menichella will also receive an equity
grant to purchase 600,000 shares of the Company's common stock, at an exercise
price equal to the fair market value of such shares on the date of grant (the
"Option Grant"). Twenty-five percent of the Option Grant will vest and become
exercisable on the first anniversary of the Effective Date, and the balance of
the Option Grant will vest ratably over thirty-six months thereafter, subject to
Mr. Menichella's continued employment through each such vesting date. Mr.
Menichella is also eligible to participate in the Company's employee benefit
plans available to its employees, including its stock option plan, subject to
the terms of those plans.
In the event that Mr. Menichella is terminated by the Company without cause or
resigns for good reason, Mr. Menichella will be entitled to (i) cash severance
payments in an amount equal to twelve months of Mr. Menichella's salary existing
at the time of his termination plus an amount equal to the incentive
compensation paid to Mr. Menichella during the fiscal year prior to his
termination, payable in equal installments on the Company's normal payroll
cycle, provided that Mr. Menichella does not breach certain restrictive
covenants set forth in his employment agreement; (ii) an extension of the period
during which Mr. Menichella can exercise any of his vested options to purchase
stock in the Company until the first anniversary of his termination; and (iii)
reimbursement of COBRA premiums for health benefit coverage for him and his
immediate family in an amount equal to the monthly employer contribution that
the Company would have made to provide health insurance to Mr. Menichella had he
remained employed with the Company for up to twelve months following the date of
termination.
In the event that Mr. Menichella is terminated without cause or resigns for good
reason within fifteen months following a "change in control" (as defined in the
Employment Agreement), Mr. Menichella will be entitled to (i) cash severance
payments in an amount equal to 1.5 times the sum of (x) twelve months of Mr.
Menichella's salary existing at the time of his termination, plus (y) his target
annual bonus for the year of termination, payable in equal installments on the
Company's normal payroll cycle; (ii) reimbursement of COBRA premiums for health
benefit coverage for him and his immediate family in an amount equal to the
monthly employer contribution that the Company would have made to provide health
insurance to Mr. Menichella had he remained employed with the Company for up to
eighteen months following the date of termination; and (iii) the acceleration of
vesting of all unvested equity awards held by Mr. Menichella immediately prior
to such termination.
The foregoing description of the Employment Agreement is a summary only and is
qualified in its entirety by reference to the full text of the Employment
Agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference
herein in its entirety.
Item 7.01. Regulation FD Disclosure.
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On October 1, 2020, the Company issued a press release announcing Mr.
Menichella's appointment and Ms. Lawton's resignation from the Board. A copy of
this press release is furnished as Exhibit 99.1 to this Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
10.1 Employment Agreement, dated September 30, 2020, by and between Kaleido
Biosciences, Inc. and Daniel Menichella.
99.1 Press Release issued by the Company on October 1, 2020, furnished
hereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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KALEIDO BIOSCIENCES, INC. 
