Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c)
On June 21, 2021, Nurix Therapeutics, Inc. (the "Company"), announced the
appointment of Stefani Wolff to serve as the Company's Chief Operating Officer
and Executive Vice President of Product Development, effective June 14, 2021.
Ms. Wolff is serving in a part-time capacity until August 16, 2021, at which
point she will become a full-time employee of the Company.
Ms. Wolff, 59, most recently served in a variety of roles at Principia Biopharma
Inc., a biopharmaceutical company, including as Chief Development Officer from
August 2018 to September 2020 and as Senior Vice President of Strategy and
Operations from January 2017 to August 2018. From December 2015 until November
2016, Ms. Wolff was an independent biotechnology consultant advising clients on
drug development for commercial launches and driving strategy development for
maximization of development options. From May 2013 until December 2015, she was
Vice President of Development at Onyx Pharmaceuticals, Inc., a biopharmaceutical
company. Ms. Wolff currently serves as a director of Rain Therapeutics Inc., a
biopharmaceutical company. Earlier in her career, Ms. Wolff served in a variety
of roles at Genentech, Inc., a biotechnology company, including Project and
Portfolio leader and Senior Director, Advisory and Thought Leader Services, and
also served in a variety of roles at Eli Lilly & Co., a pharmaceutical company.
Ms. Wolff earned her B.A. in Chemistry and B.S. in Pharmacy from the University
of North Carolina, Chapel Hill.
In connection with Ms. Wolff's appointment, the Company entered into an
employment agreement with Ms. Wolff effective as of June 14, 2021 (the
"Agreement"). Ms. Wolff's initial base salary as a full-time employee under the
Agreement is $475,000 annually. Ms. Wolff will also be eligible for an annual
bonus with a target amount of up to 40% of her annual base salary, payable based
on achievement of performance goals. Ms. Wolff will also be granted stock
options to purchase up to an aggregate of 443,865 shares of the Company's common
stock (the "Option Award"). The shares subject to the Option Award will become
vested and exercisable in installments based on Ms. Wolff's continued employment
with respect to 25% of the shares on the one-year anniversary of the vesting
commencement date, August 16, 2021 (the "Full Time Start Date"), and in 36 equal
monthly installments thereafter, such that the Option Award will be fully vested
on the four-year anniversary of the Full Time Start Date. Ms. Wolff will also
receive a one-time signing bonus of $150,000 on the Full Time Start Date. This
bonus is subject to repayment should Ms. Wolff resign from the Company without
"good reason" (as defined in the Company's Severance and Change of Control Plan)
prior to the first anniversary of her employment.
Ms. Wolff is also eligible to participate in the Company's Severance and Change
of Control Plan (the "Severance Plan"), which entitles Ms. Wolff to certain
severance payments and other benefits if her employment is terminated by the
Company without "cause," or upon her resignation for "good reason," each as
defined in the Severance Plan. Upon any such termination of Ms. Wolff's
employment, she would be entitled to a severance payment equal to 75% of her
then current base salary, any earned but unpaid bonus amount from the prior
fiscal year, and reimbursement for any COBRA coverage elected by Ms. Wolff for
herself and her covered dependents through the earlier of (i) 9 months following
such termination and (ii) the date Ms. Wolff and her covered dependents become
eligible for coverage under another employer's plans. If Ms. Wolff's termination
without "cause" or resignation with "good reason" occurs within 12 months
following a change in control of the Company, then she would be entitled to
receive a severance payment equal to 100% of her then current base salary, plus
any earned but unpaid bonus amount from the Company's prior fiscal year and 100%
of her target bonus for the then-current fiscal year, reimbursement for any
COBRA coverage elected by Ms. Wolff for herself and her covered dependents
through the earlier of (i) 12 months following such termination and (ii) the
date Ms. Wolff and her covered dependents become eligible for coverage under
another employer's plans, and 100% vesting acceleration of then-unvested and
outstanding equity awards, provided that the vesting acceleration of any
then-unvested and outstanding performance-based equity awards will be as set
forth in the applicable award agreement.
The foregoing summary of the material terms of the Agreement described above
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Agreement, which will be filed with the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ending August 31, 2021.
The Company has entered into its standard form of indemnity agreement with
Ms. Wolff. The form of the indemnity agreement was previously filed by the
Company as Exhibit 10.1 to the Company's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission (the "Commission") on
July 2, 2020 (File No. 333-239651) (the "Registration Statement") and is
incorporated by reference herein. The Company's Severance Plan was previously
filed with the Commission as Exhibit 10.12 to Amendment No. 1 to the
Registration Statement, filed with the Commission on July 20, 2020, and is
incorporated by reference herein.
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