Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
a) Appointment of New Chief Financial Officer
Appointment of Raju Prasad, Ph.D. as Chief Financial Officer
On March 13, 2023, CRISPR Therapeutics AG (the "Company") announced the hiring
and appointment of Raju Prasad, Ph.D. as its Chief Financial Officer, effective
March 14, 2023. Dr. Prasad will also serve as the Company's principal financial
officer and principal accounting officer.
Prior to joining the Company, Dr. Prasad, aged 39, served in various roles at
William Blair & Company since March 2014, most recently as a Partner. While at
William Blair, Dr. Prasad was a senior biotechnology analyst covering small-cap,
mid-cap and large-cap companies. He led the firms' initiative on launching
coverage in the areas of cell therapy, gene therapy, and gene editing. Dr.
Prasad previously worked as a research associate with the University of North
Carolina at Chapel Hill's Gillings School of Global Public Health and as an
independent consultant with the U.S. Environmental Protection Agency. He also
serves on the advisory board of Portal Innovations, a life sciences venture
development engine. Dr. Prasad has a B.A. in cell biology and neuroscience from
Rutgers University, an M.S. in exercise physiology from the University of
Delaware, and a Ph.D. in environmental sciences and engineering from the
University of North Carolina at Chapel Hill with a focus in genetic toxicology
and mutagenesis. He has authored several publications in scientific journals and
is the author of Building Breakthroughs: On the Frontier of Medical Innovation.
Employment Agreement with Dr. Prasad
In connection with Dr. Prasad's appointment to the position of Chief Financial
Officer, the Company's wholly owned subsidiary, CRISPR Therapeutics, Inc
("CRISPR Inc."), entered into an Employment Agreement with Dr. Prasad (the
"Employment Agreement"), dated March 14, 2023.
Under the Employment Agreement, Dr. Prasad will receive an annual salary of
$465,000 and he will be eligible to participate in the Company's annual bonus
program, with a target bonus of 45% of his annual base salary. Dr. Prasad's
bonus for 2024 will be pro-rated to reflect his start date with the Company. Dr.
Prasad will also be eligible to participate in the Company's 2018 Stock Option
and Incentive Plan, and will receive (i) an inaugural, one-time grant of options
to purchase 100,000 common shares of the Company (the "Option Award") and (ii)
an inaugural, one-time grant of 40,000 restricted stock units corresponding to
an equivalent number of the Company's common shares (the "RSU Award").
Twenty-five percent of the Option Award will vest on March 14, 2024, and the
remaining 75% of the Option Award will vest ratably on a monthly basis over the
following three years. Twenty-five percent of the RSU Award will vest on the
first, second, third and fourth anniversary of the grant date of such award,
subject, in each case, to Dr. Prasad's continued service with CRISPR Inc., the
Company or any other subsidiary of the Company. Dr. Prasad will also receive a
one-time payment of $100,000, which is subject to forfeiture on a pro-rata basis
in the event Dr. Prasad's employment with the Company is terminated for Cause or
Dr. Prasad resigns without Good Reason (both such terms as defined in the
Employment Agreement) prior to March 14, 2024. Dr. Prasad will be eligible to
participate in the Company's 401(k) plan, health plans and other benefits on the
same terms as all other Company employees.
Under the Employment Agreement, in the event CRISPR Inc. terminates his
employment without Cause, or Dr. Prasad resigns for Good Reason (both as defined
in the Employment Agreement), the terminating party will be required to give six
months' notice (the "Notice Period"). During the Notice Period, Dr. Prasad shall
continue to be entitled to all compensation under the Employment Agreement, and
all stock options and equity-based awards shall continue to vest from the date
notice of termination is given until the last day of the Notice Period. In
addition, Dr. Prasad will be entitled to receive a pro-rated bonus for the
duration of the Notice Period.
No later than 15 days following the delivery of notice by CRISPR Inc. to Dr.
Prasad of a termination without Cause or the delivery of a notice of resignation
by Dr. Prasad for Good Reason, Dr. Prasad will be placed on "administrative
leave." During this period of administrative leave, Dr. Prasad may enter into
consulting arrangements and accept board positions with other companies and will
be allowed to engage in other employment, so long as that employment does not
interfere with his obligations under the Employment Agreement. However, Dr.
Prasad will continue to be entitled to all compensation under the Employment
Agreement through the administrative leave period, which terminates at the end
of the Notice Period.
If Dr. Prasad's employment is terminated by CRISPR Inc. without Cause or by Dr.
Prasad for Good Reason, in each case, within 12 months following a Change in
Control (as defined in the Employment Agreement), the Notice Period will become
12 months and all equity awards held by Dr. Prasad on such date that the notice
of termination or resignation is delivered will vest, or similar other
restrictions will expire, and such awards will become exercisable or
nonforfeitable, subject to his execution of a release of any claims in favor of
CRISPR Inc. However, in the event that CRISPR Inc. determines at the time of the
Change in Control, in its sole discretion and in reliance on opinion of counsel,
that the acceleration described in the preceding sentence is not permissible
under applicable law, all stock options and equity-based awards held by Dr.
Prasad as of the date of the Change in Control, shall vest and become
exercisable or nonforfeitable as of the date of the Change in Control.
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There are no transactions between Dr. Prasad and the Company subject to
disclosure pursuant to Item 404(a) of Regulation S-K, and there is no
arrangement or understanding between Dr. Prasad and any other persons or
entities pursuant to which Dr. Prasad was appointed as officer of the Company.
There are no family relationships between Dr. Prasad and any of our directors or
executive officers.
The foregoing description of the material terms of Dr. Prasad's employment
arrangement does not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the Employment Agreement, a copy of which is
filed hereto as Exhibit 10.1 and is incorporated by reference herein.
The full text of the press release announcing Dr. Prasad's appointment is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section.
(b) Resignation of Chief Financial Officer
On March 9, 2023, Brendan Smith resigned as of the close of business on March
13, 2023 from his position as Executive Vice President and Chief Financial
Officer of the Company. Mr. Smith's decision to resign is not the result of any
disagreement regarding the Company's financial reporting or accounting policies,
procedures, estimates, or judgments. Mr. Smith is expected to remain employed as
an employee of CRISPR Inc. until a date on or before March 31, 2023, during
which time Mr. Smith's outstanding existing equity awards that are not vested
will continue to vest.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
10.1* Employment Agreement, dated March 14, 2023, by and between CRISPR
Therapeutics, Inc. and Raju Prasad, Ph.D.
99.1+ Press Release by CRISPR Therapeutics AG, dated March 13, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Filed herewith.
+ Furnished herewith.
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