Item 5.02. Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
Effective September 15, 2022, the Board of Directors (the "Board") of Vaccitech
plc (the "Company") appointed Gemma Brown, age 32, as the Company's Chief
Financial Officer. In her capacity as Chief Financial Officer, Gemma Brown will
also assume the role of the Company's Principal Financial and Accounting
Officer. Gemma Brown currently serves as the Company's Head of Financial
Reporting, a position she has held since September 2021. Prior to joining the
Company, Gemma Brown worked at Ernst & Young in various capacities from
September 2012 to August 2021, including most recently as a Senior Manager.
Gemma Brown holds a Bachelor of Science degree in biological sciences from the
University of Reading and is a Chartered Accountant with the Institute of
Chartered Accountants in England & Wales.
In connection with Gemma Brown's new role as Chief Financial Officer, the
Company and Gemma Brown have entered into a service agreement (the "Brown
Service Agreement"), pursuant to which Gemma Brown will receive an annual base
salary of £220,000 and will be eligible to receive an annual performance bonus
of up to 40% of her base salary. Her salary and performance bonus percentage may
be adjusted in the future at the discretion of the Company's Compensation
Committee. Under the Brown Service Agreement, if Gemma Brown's employment is
terminated by the Company for any reason, subject to certain limitations, she is
entitled to receive six months of her base salary, which the Company may pay in
six equal monthly installments. Notwithstanding the foregoing, Gemma Brown will
not be entitled to this payment in the event that she commits a serious breach
of her obligations, behaves in a way that damages her or the Company's
reputation, becomes bankrupt, fails to perform her duties, is convicted of an
offense, or otherwise breaches the Brown Service Agreement.
The foregoing summary of the material terms of the Brown Service Agreement. The
summary does not purport to be complete and is qualified in its entirety by
reference to the full text of the Brown Service Agreement, which will be filed
as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ending September 30, 2022 and is incorporated herein by reference.
In connection with Gemma Brown's appointment as the Company's Chief Financial
Officer, the Company entered into an indemnification agreement with Gemma Brown
in the same form as its standard form of indemnity agreement with the Company's
other executive officers.
There are no arrangements or understandings between Gemma Brown and any other
person pursuant to which Gemma Brown was appointed as an officer. There are no
family relationships between Gemma Brown and any director or executive officer
of the Company, and she has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The full text of the press release issued in connection with the announcement is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Termination of Chief Financial Officer
On September 14, 2022, the Company terminated the employment of Georgy Egorov in
its entirety, effective immediately. Mr. Egorov previously served as the
Company's Chief Financial Officer. These actions were not related to any matter
regarding the Company's financial condition, reported financial results,
internal controls or disclosure controls or procedures. In accordance with the
terms of the service agreement between the Company and Mr. Egorov dated April
13, 2021 (the "Egorov Service Agreement"), Mr. Egorov will receive a payment
equal to six months of his base salary, which the Company may pay in six equal
monthly installments. Under the terms of the Egorov Service Agreement, Mr.
Egorov will also be entitled to a payment in respect of any accrued but untaken
vacation time (if any).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated September 20, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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