Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b)(c) On April 19, 2021, the Board of Directors (the "Board") of Translate Bio,
Inc. (the "Company") appointed Brendan Smith to serve as the Company's Chief
Financial Officer and Corporate Strategy and principal financial officer,
effective as of Mr. Smith's first date of employment with the Company, which
commenced on April 19, 2021. Effective as of the commencement of employment of
Mr. Smith, Ronald C. Renaud, Jr., the Company's current Chief Executive Officer,
principal executive officer and principal financial officer, will no longer
serve as the Company's principal financial officer. Mr. Renaud will continue to
serve as the Company's Chief Executive Officer and principal executive officer
and as a member of the Board.
Mr. Smith, age 45, previously held various roles at Boston Consulting Group, or
BCG, a management consulting firm, serving most recently as a partner and
associate director from July 2018 to March 2021, and as principal healthcare
expert from September 2016 to June 2018. At BCG, Mr. Smith led integrated
biopharmaceutical client engagements that included planning and executing on
research and development strategy, operations, business development and deal
diligence. Mr. Smith served as vice president, head of business operations for
worldwide research and development at Pfizer Inc., or Pfizer, a pharmaceutical
company, from September 2014 to September 2016 and as executive director, head
of business strategy and operations at Pfizer from November 2012 to September
2014, where he led financial and headcount planning across discovery and
development operations. Mr. Smith received a B.S. in biochemistry from Worcester
Polytechnic Institute and an M.B.A. from Harvard Business School.
Pursuant to the employment agreement between Mr. Smith and the Company (the
"Smith Employment Agreement"), Mr. Smith will be entitled to receive the
following compensation: (i) a base salary of $405,000, (ii) an annual cash
discretionary bonus of up to 45% of his base salary and (iii) an initial option
grant to purchase 201,800 shares of the Company's common stock vesting over four
years, with 25% of the shares vesting on the first anniversary of his employment
start date and the remainder vesting in equal monthly installments, subject in
each case to his continued service.
Under the Smith Employment Agreement, Mr. Smith is entitled, subject to his
execution and non-revocation of a release of claims in the Company's favor, in
the event of the termination of his employment by the Company without cause or
by him for good reason, each as defined in the Smith Employment Agreement, to
(i) continue receiving his then-current annual base salary for a period of nine
months following the date his employment is terminated and (ii) continue
receiving an amount equal to COBRA premiums for health benefit coverage on the
same terms as were applicable to him prior to his termination for a period of
nine months following the date that his employment is terminated, or earlier, if
he becomes eligible to enroll in a health benefit plan with a new employer.
In the event that Mr. Smith's employment is terminated by the Company without
cause or by Mr. Smith for good reason, each as defined in the Smith Employment
Agreement, within 12 months following a change of control, Mr. Smith will be
entitled under the Smith Employment Agreement to (i) continue receiving his
then-current annual base salary for a period of 12 months following the date his
employment is terminated, (ii) receive payment of his target annual bonus for
the year in which termination of employment occurred, (iii) continue receiving
an amount equal to COBRA premiums for health benefit coverage on the same terms
as were applicable to him prior to his termination for a period of 12 months
following the date his employment is terminated, or earlier, if he becomes
eligible to enroll in a health benefit plan with a new employer and (iv) the
automatic vesting of 100% of any unvested stock options and other equity awards
then held by him on the date his employment is terminated.
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There is no arrangement or understanding between Mr. Smith and any other person
pursuant to which Mr. Smith was selected as an officer. Mr. Smith has no family
relationships with any of the Company's directors or executive officers. There
are no transactions and no proposed transactions between Mr. Smith and the
Company that would be required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
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