Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Chief Executive Officer and President
On January 19, 2023, George Scangos, Ph.D., notified the Board of Directors (the
"Board") of Vir Biotechnology, Inc. (the "Company") of his decision to retire as
Chief Executive Officer and President effective as of the Effective Date (as
defined below). Following the Effective Date, Dr. Scangos will continue to serve
on the Board as a Class III director until the Company's 2025 annual meeting of
stockholders and until his successor is duly elected and qualified, or until his
earlier death, resignation or removal.
Appointment of Chief Executive Officer and Director
On January 19, 2023, the Board appointed Marianne De Backer, MSc, Ph.D., MBA, as
Chief Executive Officer of the Company, effective as of April 3, 2023 (the
"Effective Date").
In addition, effective as of the Effective Date, the size of the Board will
increase to 11 directors and Dr. De Backer will be appointed to fill the newly
created vacancy to serve on the Board as a Class II director until the Company's
2024 annual meeting of stockholders, and until her successor is duly elected and
qualified, or until her earlier death, resignation or removal.
There are no arrangements or understandings between Dr. De Backer and any other
person pursuant to which she was selected as Chief Executive Officer of the
Company or as a member of the Board, and there is no family relationship between
Dr. De Backer and any of the Company's directors or executive officers.
Dr. De Backer has no direct or indirect interest in any transaction required to
be disclosed pursuant to Item 404(a) of Regulation S-K.
Dr. De Backer's Background
Dr. De Backer, 54, has served as Executive Vice President, Head of
Pharmaceuticals Strategy, Business Development and Licensing/Open Innovation,
and a member of the Executive Committee for Bayer Pharmaceuticals, a
multinational pharmaceutical and biotechnology company, since September 2019.
Previously, from 1991 through 2019, she was at Johnson & Johnson, a
pharmaceutical company, where she most recently held global Business and
Corporate Development roles including the position of Vice President of M&A
Operations and Divestitures globally for the Pharmaceuticals Group and head of
Infectious Diseases & Vaccines Business Development. Prior to that she led a
commercial business unit in Europe as well as drug discovery research in both
Europe and the United States. Dr. De Backer currently serves as a non-executive
Director on the Board of Directors of the Gladstone Foundation, a nonprofit
organization, and Kronos Bio, Inc. and Arrowhead Pharmaceuticals Inc. each a
U.S. publicly traded biotechnology company. In connection with her role at
Bayer, Dr. De Backer serves on the Boards of Directors of the following Bayer
companies: Asklepios BioPharmaceutical, Inc., Vividion Therapeutics, Inc. and
BlueRock Therapeutics LP.
Dr. De Backer holds a Master in molecular biology from the Vrije Universiteit
Brussels, a Master in engineering and biochemistry and a Ph.D. in biotechnology
from the Ghent University, Belgium and an MBA from Erasmus University,
Rotterdam.
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Dr. De Backer's Compensation
Dr. De Backer's annualized base salary will be $900,000 and she is eligible to
participate in the Company's annual bonus plan with a target bonus of 80% of her
annualized base salary. Dr. De Backer will receive a one-time cash sign-on bonus
of $5,000,000, which will be paid in two installments: (i) $2,500,000 will be
paid on or around the Effective Date and (ii) $2,500,000 will be paid on or
around the one-year anniversary of the Effective Date (the "Second
Installment"), subject to Dr. De Backer's continued employment with the Company
on the one-year anniversary of the Effective Date. If Dr. De Backer's employment
is terminated by the Company for Cause (as defined in the Employment Letter
Agreement dated January 19, 2023, by and between the Company and Dr. De Backer
(the "Employment Agreement")) or if Dr. De Backer resigns her employment without
Good Reason (as defined in the Employment Agreement) prior to the one-year
anniversary of the Effective Date, Dr. De Backer will not be eligible for or
have a right to receive the Second Installment.
In addition, on the Effective Date, and subject to approval of the Compensation
Committee of the Board, the Company will grant Dr. De Backer two equity awards
under the Company's 2019 Equity Incentive Plan, as may be amended from time to
time (the "Plan"). The equity awards will be comprised of: (1) an option to
purchase 1,152,904 shares of the Company's common stock (the "Option") and
(2) an award of restricted stock units ("RSUs", and together with the Option,
the "Equity Awards") with respect to 576,452 shares of the Company's common
stock; provided, however, that in no event will the aggregate grant date fair
value of the Equity Awards, determined on a Black Scholes basis in a manner
consistent with the assumptions used by the Company in the preparation of its
financial statements, exceed $45 million. The Option will have an exercise price
equal to the fair market value of the Company's common stock on the date of
grant of the Option and will vest over four years, with 25% of the total number
of shares subject to the Option vesting on the first anniversary of the
Effective Date and the remainder vesting in 36 equal monthly installments
thereafter. The RSUs will vest over four years, with one-quarter of the total
number of RSUs vesting on each of the first four anniversaries of the Effective
Date. In the event of a Change in Control (as defined in the Plan), all shares,
options and other securities subject to unvested Equity Awards (other than the
portion of such Equity Awards that would otherwise have vested during the
six-month period after the date of such Change in Control (the "Carved Out
Equity")) that are granted pursuant to Section 7(a) of the Employment Agreement
will become fully vested and exercisable and no longer subject to any
restrictions or forfeiture upon such Change in Control. The Carved Out Equity
will, subject to Dr. De Backer's continued employment with the Company or its
successor in such Change in Control, continue to vest over the first six months
after the date of the Change in Control in accordance with the vesting schedule
in effect prior to the Change in Control; provided, that in the event Dr. De
Backer's employment is terminated either by the Company (or its successor)
without Cause or by Dr. De Backer for Good Reason then all such Carved Out
Equity shall immediately become fully vested and exercisable and no longer
subject to any restrictions or forfeiture.
For up to eighteen (18) months following the Effective Date (the "Transition
Period"), the Company will pay Dr. De Backer an allowance of $21,000 per month,
less applicable taxes and withholdings, for costs incurred by Dr. De Backer in
connection with her and/or her family's relocation from Germany to the San
Francisco area and temporary living costs in San Francisco. The Company will
also pay Dr. De Backer for final relocation expenses incurred by her and her
family after the expiration of the Transition Period consistent with the
Company's applicable relocation policy.
In addition, Dr. De Backer will enter into an indemnity agreement with the
Company, the form of which was filed as Exhibit 10.1 to the Company's
Registration Statement on Form S-1 (File No. 333-233604) filed with the
Securities and Exchange Commission on September 3, 2019, pursuant to which the
Company may be required, among other things, to indemnify Dr. De Backer for
certain expenses (including attorneys' fees), judgments, fines and settlement
amounts actually and reasonably incurred by her in any action or proceeding
arising out of her service as an officer of the Company.
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As a condition to her employment, Dr. De Backer also signed a customary
confidential information and invention assignment agreement with the Company.
Vir Biotechnology, Inc. Change in Control and Severance Benefit Plan
Under the existing Vir Biotechnology, Inc. Change in Control and Severance
Benefit Plan (the "Severance Plan"), Dr. De Backer will be entitled to receive:
• In the event of a covered termination, which is either a termination by
the Company without cause (as defined in the Severance Plan) (and other
than as a result of death or disability) or Dr. De Backer's resignation
for good reason (as defined in the Severance Plan), that occurs during
the 12-month period following a change in control (as defined in the
Severance Plan) (the "change in control period"), Dr. De Backer will be
entitled to a lump sum cash payment equal to 18 months of base salary
plus her annual target cash bonus multiplied by 1.5, up to 18 months of
payment for continued group health plan benefits and full vesting
acceleration of all outstanding equity awards.
• In the event of a covered termination that occurs outside of the change
in control period, Dr. De Backer will be entitled to a lump sum cash
payment equal to 12 months of base salary plus a pro-rated annual target
cash bonus and up to 12 months of payment for continued group health plan
benefits.
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VIR BIOTECHNOLOGY, INC. 
