UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Agreements with Kristin Yarema, Ph.D.
In connection with the previously announced leadership transitions, on January 1, 2024, Poseida Therapeutics, Inc. (the “Company”) entered into an Executive Employment Agreement with Kristin Yarema, Ph.D. (the “Yarema Employment Agreement”). Pursuant to the Yarema Employment Agreement, Dr. Yarema will receive an annual base salary of $627,800 and will be eligible for a discretionary annual cash incentive bonus of up to 60% of her base salary. The Yarema Employment Agreement further provides that Dr. Yarema will receive an equity award comprised of (i) an option to purchase 345,200 shares of the Company’s common stock and (ii) restricted stock units underlying 250,000 shares of the Company’s common stock, each granted pursuant to the Company’s 2020 Equity Incentive Plan (the “Equity Plan”) and the Company’s standard forms of stock option agreement and restricted stock unit award agreement, as applicable. Subject to certain conditions, Dr. Yarema is also eligible to receive a relocation allowance of up to $75,000 and a monthly stipend of $7,500 to cover temporary housing expenses. Also on January 1, 2024, the Company entered into an Amended and Restated Participation Agreement with Dr. Yarema (the “Yarema Participation Agreement”) under the Company’s Severance and Change in Control Plan (the “Severance Plan”). Subject to the terms of the Severance Plan, under the Yarema Participation Agreement, Dr. Yarema will be eligible for certain change in control benefits, including (a) in the event of a qualifying termination of employment not in connection with a change of control, a lump sum payment equal to 12 months of her base salary and payment of COBRA premiums for up to 12 months, and (b) in the event of a qualifying termination of employment in connection with a change of control, a lump sum payment equal to 18 months of her base salary, a lump sum payment equal to her target cash bonus, accelerated vesting of outstanding time-vesting equity awards, and payment of COBRA premiums for up to 18 months.
On December 31, 2023, the board of directors of the Company (the “Board”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Dr. Yarema as a director of the Company. Dr. Yarema will serve as a Class III director with an initial term expiring at the Company’s 2026 annual meeting of stockholders, or until her earlier death, resignation, or removal. There are no arrangements or understandings between Dr. Yarema and any other persons pursuant to which she was selected as a director of the Company. There is no transaction involving Dr. Yarema that requires disclosure under Item 404(a) of Regulation S-K.
Agreement with Mark Gergen
On January 1, 2024, the Company also entered into a Second Amended and Restated Executive Employment Agreement with Mark Gergen (the “Gergen Employment Agreement”). Pursuant to the Gergen Employment Agreement, Mr. Gergen will receive an annual base salary of $495,000. The Gergen Employment Agreement further provides that Mr. Gergen will receive an equity award comprised of (i) an option to purchase 172,600 shares of the Company’s common stock and (ii) restricted stock units underlying 125,000 shares of the Company’s common stock, each granted pursuant to the Equity Plan and the Company’s standard forms of stock option agreement and restricted stock unit award agreement, as applicable.
The foregoing descriptions of the Yarema Employment Agreement, Yarema Participation Agreement and Gergen Employment Agreement are not complete and are each qualified in their entirety by reference to the full text of such agreements, each of which is attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and are each incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Poseida Therapeutics, Inc. | ||||||
| Date: January 4, 2024 | By: | /s/ Harry J. Leonhardt, Esq. | ||||
| Name: Title: |
Harry J. Leonhardt, Esq. General Counsel, Chief Compliance Officer & | |||||