Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Blaine Davis as Chief Financial Officer
On November 22, 2022, the Board of Directors (the "Board") of Selecta
Biosciences, Inc. (the "Company") appointed Blaine Davis as the Company's Chief
Financial Officer, effective upon the commencement of Mr. Davis's full-time
employment with the Company on November 28, 2022 (the "Effective Date").
Mr. Davis will serve as the Company's principal financial officer and its
principal accounting officer, effective as of the Effective Date.
Prior to joining the Company, Mr. Davis, age 48, served as Chief Financial
Officer at Protara Therapeutics, Inc., a publicly-traded biotechnology company,
from February 2020 to September 2022. Before joining Protara Therapeutics, Inc.,
Mr. Davis served as Chief Financial Officer and Vice President, Head of Investor
Relations & Corporate Communications for Insmed Incorporated from July 2017 to
January 2020. Previously, Mr. Davis held multiple executive leadership positions
at Endo International plc, including Senior Vice President and General Manager,
Specialty Pharmaceuticals; President of Endo Ventures; and Senior Vice
President, Investor Relations and Corporate Communications. Prior to his tenure
at Endo International plc, Mr. Davis held senior positions in corporate and
business development and investor relations at Bristol-Myers Squibb Company.
Mr. Davis holds a Bachelor of Arts degree in Biology and Psychology with a minor
in Economics from Middlebury College.
In connection with Mr. Davis' appointment as Chief Financial Officer of the
Company, the Company entered into an employment agreement with Mr. Davis (the
"Davis Employment Agreement") that commenced on the Effective Date. Under the
terms of the Davis Employment Agreement, Mr. Davis is entitled to receive an
annual base salary of $440,000 and Mr. Davis will be eligible for an annual
performance bonus targeted at 40% of his annual base salary beginning in 2023.
If Mr. Davis's employment is terminated without "cause" or he resigns for "good
reason," as such terms are defined in the Davis Employment Agreement, he shall
be entitled to receive, subject to his continued compliance with a separate
restrictive covenant agreement and timely execution of a separation and release
agreement with the Company that includes non-competition covenants,
(i) continued base salary payments for a period of 12 months following his
termination, (ii) a pro-rata portion of his annual bonus for the year of
termination, based on actual performance or, if the termination occurs during
the first quarter of the calendar year, based on his target bonus, and
(iii) direct payment of, or reimbursement for, continued medical, dental and/or
vision coverage pursuant to COBRA for up to 12 months. In addition, if a
termination without cause or resignation for good reason occurs within the 60
days preceding or 12 months following a change in control, Mr. Davis is entitled
to accelerated vesting of any of his unvested Company equity awards that vest
solely based on the passage of time. The Company must provide Mr. Davis 30 days'
notice, or pay in lieu of notice, in the event the Company terminates him for
any reason other than for cause.
Mr. Davis has also agreed to refrain from (i) engaging in competition with the
Company while employed and following his termination of employment other than
due to a layoff or by the Company without cause for a period of 12 months,
(ii) soliciting customers, suppliers, vendors or other business partners of the
Company while employed and for a period of 12 months following his termination
of employment for any reason, and (iii) soliciting employees of the Company
while employed and for a period of 18 months following his termination for any
reason.
Pursuant to the Davis Employment Agreement, Mr. Davis was also granted an option
to purchase 1,250,000 shares of the Company's common stock, par value $0.0001
per share, at an exercise price equal to the closing price per share of the
Company's common stock on the grant date. The option will vest over a four-year
period, with 25% vesting 12 months from the grant date and the remaining 75%
vesting in 36 equal monthly installments thereafter, subject to Mr. Davis's
continued employment with the Company on each vesting date.
The foregoing description of the Davis Employment Agreement is not complete and
is qualified in its entirety by reference to the full text of the Davis
Employment Agreement, a copy of which is expected to be filed with the Company's
Annual Report on Form 10-K for the year ended December 31, 2022.
Also in connection with his appointment as Chief Financial Officer, Mr. Davis
has entered into the Company's standard form of indemnification agreement for
executives.
There are no arrangements or understandings between Mr. Davis and any other
person pursuant to which he was selected as an officer, and there are no family
relationships between Mr. Davis and any of the Company's directors or executive
officers. Mr. Davis has no direct or indirect material interest in any existing
or currently proposed transaction that would require disclosure under Item
404(a) of Regulation S-K.
Departure of Kevin Tan as Chief Financial Officer
In connection with Mr. Davis's appointment, Kevin Tan ceased to serve as the
Company's Chief Financial Officer, as of the Effective Date. Mr. Tan's departure
was not the result of any disagreement with the Company, its management, or the
Board.
The Company agreed to provide Mr. Tan with severance benefits that are
substantially consistent with those contemplated by his Employment Agreement,
dated as of September 3, 2021, by and between the Company and Mr. Tan (the "Tan
Employment Agreement"), which was included as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on November 9, 2021, and is incorporated herein by reference. Mr. Tan and the
Company entered into a Separation and Release Agreement (the "Separation and
Release Agreement"), on November 22, 2022, substantially in the form which was
previously included in the Tan Employment Agreement, except that the Separation
and Release Agreement provides that Mr. Tan will be entitled to receive his
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full-year annual bonus for the 2022 fiscal year and his equity awards, including
stock options and restricted stock units, will continue to vest through
January 4, 2023. The foregoing descriptions of the Tan Employment Agreement and
the Separation and Release Agreement are not complete and are qualified in their
entirety by reference to the full text of the Tan Employment Agreement and the
Separation and Release Agreement, respectively. A copy of the Separation and
Release Agreement is expected to be filed with the Company's Annual Report on
Form 10-K for the year ended December 31, 2022.
Item 7.01. Regulation FD Disclosure.
On November 28, 2022, the Company issued a press release announcing the
appointment of Mr. Davis as Chief Financial Officer. The press release is
attached hereto as Exhibit 99.1 and incorporated in this Item 7.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
99.1 Press Release of the Company dated November 28, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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