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 January 6, 2023, the Board of Directors (the "Board") of HilleVax,
Inc. (the "Company") appointed Shane Maltbie, the Company's Vice of President,
Finance, to serve as the Company's Chief Financial Officer. Additionally,
effective as of such date, Mr. Maltbie was designated as the Company's principal
financial officer and principal accounting officer. On January 6, 2023, in
connection with Mr. Maltbie's promotion, David Socks notified the Company of his
resignation as Chief Financial Officer, including his resignation as the
Company's principal financial officer and principal accounting officer.
Mr. Socks will continue his employment with the Company as its Chief Business
Officer.
Mr. Maltbie, age 41, has served as the Company's Vice President of Finance since
December 2021. Prior to joining the Company, Mr. Maltbie was the Vice President
of Finance at TScan Therapeutics, Inc. and prior to that the Vice President of
Finance at Axcella Health Inc. Mr. Maltbie started his career in the Boston
office of Deloitte & Touche LLP in the audit practice. Mr. Maltbie is a
certified public accountant in the Commonwealth of Massachusetts (inactive
license). He received his B.S. in Accounting and Business Management from
Hartwick College and his MSA from Northeastern University.
There are no family relationships between either Mr. Maltbie and any director or
executive officer of the Company, and each of them has no direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(k) of Regulation S-K.
In connection with Mr. Maltbie's appointment as the Company's Chief Financial
Officer, the Company entered into an amended and restated employment letter with
Mr. Maltbie. The employment letter for Mr. Maltbie provides for an annual base
salary of $430,000, and an annual bonus with a target amount equal to 40% of
Mr. Maltbie's annual base salary. Additionally, under the employment letter,
Mr. Maltbie is eligible to participate in all employee benefit plans and
programs generally available to similarly situated employees of our company and
is entitled to vacation benefits in accordance with our policies.
Regardless of the manner in which Mr. Maltbie's employment terminates, he will
be entitled to receive amounts previously earned during his term of employment,
including unpaid salary and accrued but unused vacation. In addition,
Mr. Maltbie will be entitled to certain severance benefits under his employment
letter, subject to execution of a release of claims, return of all company
property, compliance with post-termination obligations and resignation from
positions with us.
Mr. Malbtie's employment letter provides for severance benefits for certain
terminations that arise during and outside a change in control period (as
defined below). Upon a termination without "cause" or resignation for "good
reason" (each, as defined in the employment letter) outside of a change in
control period (as defined below), Mr. Maltbie will be entitled to:
(1) continuation of his base salary for 9 months (such applicable period, the
"severance period"), (2) a lump sum equal to his target bonus for the year
during which such termination occurs, prorated for the portion of the calendar
year in which his termination occurs that has elapsed prior to such termination,
plus any unpaid annual bonus for the calendar year prior to the year in which
his termination occurs, to the extent he is entitled to such bonus and if such
bonus has not already been paid, (3) payments of the COBRA premiums for his and
his eligible dependents until the earliest of (a) the end of the severance
period, (b) expiration of his eligibility for continuation coverage under COBRA,
or (c) the date he becomes eligible for health insurance coverage in connection
with his new employment, and (4) acceleration of the vesting of all outstanding
equity awards that would have vested during the severance period.
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Upon a termination without cause or resignation for good reason that occurs 24
months after a change in control (the "change in control period"), Mr. Maltbie
will be entitled to all of the same severance benefits described above, except
(1) the severance period is increased from 9 months to 12 months, (2) he will be
entitled to a lump sum payment equal to his target bonus for the year during
which such termination occurs, plus any unpaid annual bonus for the calendar
year prior to the year in which his termination occurs, to the extent he is
entitled to such bonus and if such bonus has not already been paid, and (3) all
unvested and outstanding equity awards will become fully vested on the effective
date of his release.
In addition, to the extent that any payment or benefit received in connection
with a change in control would be subject to an excise tax under Section 4999 of
the Internal Revenue Code, such payments and/or benefits will be subject to a
"best pay cap" reduction if such reduction would result in a greater net
after-tax benefit to Mr. Maltbie than receiving the full amount of such
payments.
Amended and Restated Employment Letter with Robert Hershberg
Effective January 6, 2023, the Company and our Chief Executive Officer, Robert
Hershberg, entered into an amended and restated employment letter. The terms and
conditions of Dr. Hershberg's employment letter are the same as in the original
employment letter, as amended and restated, except as noted below.
Under his amended employment letter, Dr. Hershberg is entitled to receive an
annual base salary of $635,000, increased from $600,000;
Upon a termination without "cause" or resignation for "good reason" (each, as
defined in the employment letter) outside of a change in control period (as
defined below), Mr. Hershberg will be entitled to all of the same severance
benefits in the original employment letter, except that he will be entitled to:
(1) continuation of his base salary for 12 months (such applicable period, the
"severance period"), which was increased from 9 months, (2) payments of the
COBRA premiums for his and his eligible dependents until the earliest of (a) the
end of the new 12-month severance period (increased from 9 months), (b)
expiration of his eligibility for continuation coverage under COBRA, or (c) the
date he becomes eligible for health insurance coverage in connection with his
new employment, and (3) acceleration of the vesting of all outstanding equity
awards that would have vested during the severance period (provided that
Dr. Hershberg's founders' shares will be governed by the terms of his stock
restriction agreement);
Upon a termination without cause or resignation for good reason that occurs
during the change in control period, Dr. Hershberg will be entitled to all of
the same severance benefits in the original employment letter, except (1) the
severance period is 18 months (increased from 12 months), (2) Dr. Hershberg will
be entitled to a lump sum payment equal to his target bonus for the year during
which such termination occurs (rather than a pro-rated portion of his target
bonus as provided in the original employment letter), and (3) payments of the
COBRA premiums for his and his eligible dependents until the earliest of (a) the
end of the new 18-month severance period (increased from 12 months), (b)
expiration of his eligibility for continuation coverage under COBRA, or (c) the
date he becomes eligible for health insurance coverage in connection with his
new employment; and
To the extent that any payment or benefit received in connection with a change
in control would be subject to an excise tax under Section 4999 of the Internal
Revenue Code, such payments and/or benefits will be subject to a "best pay cap"
reduction if such reduction would result in a greater net after-tax benefit to
Dr. Hershberg than receiving the full amount of such payments.
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Amended and Restated Employment Letter with David Socks
Effective January 6, 2023, the Company and our Chief Business Officer, David
Socks, entered into an amended and restated employment letter. The terms and
conditions of Mr. Sock's employment letter are the same as in the original
employment letter, as amended and restated, except as noted below.
Under his amended employment letter, Mr. Socks' position with the Company will
be Chief Business Officer, and he is entitled to receive an annualized base
salary of $477,000, increased from $450,000;
Upon a termination without cause or resignation for good reason that occurs
within the change in control period, Mr. Socks will be entitled to all of the
same severance benefits in the original employment letter, except he will be
entitled to a lump sum payment equal to his target bonus for the year during
which such termination occurs (rather than a pro-rated portion of his target
bonus as provided in the original employment letter); and
To the extent that any payment or benefit received in connection with a change
in control would be subject to an excise tax under Section 4999 of the Internal
Revenue Code, such payments and/or benefits will be subject to a "best pay cap"
reduction if such reduction would result in a greater net after-tax benefit to
Mr. Socks than receiving the full amount of such payments.
Amended and Restated Employment Letter with Aditya Kohli
Effective January 6, 2023, the Company and our Chief Operating Officer, Aditya
. . .
Item 7.01 Regulation FD Disclosure.
On January 9, 2023 representatives of the Company will be attending meetings
with investors and analysts and making a presentation in connection with the
J.P. Morgan Healthcare Conference. During these meetings and the presentation,
the Company will reference the corporate slide presentation attached as Exhibit
99.1 to this Current Report on Form 8-K, which is incorporated herein by
reference.
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The Company's updated corporate presentation has been posted to the Company's
website, www.hillevax.com. The Company plans to use its website to disseminate
future updates to its corporate presentation and does not intend to file or
furnish a Form 8-K alerting investors each time the presentation is updated.
The information set forth in this Item 7.01 is being furnished pursuant to Item
7.01 and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise
subject to the liabilities of that section, and it shall not be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or under the Exchange Act, whether made before or after the date
hereof, except as expressly provided by specific reference in such a filing.
By filing this Current Report on Form 8-K and furnishing the information in this
Item 7.01, the Company makes no admission as to the materiality of Item 7.01 in
this report or the presentation available on the Company's website. The
information contained in the presentation is summary information that is
intended to be considered in the context of the Company's filings with the
Securities and Exchange Commission (the "SEC") and other public announcements
that the Company makes, by press release or otherwise, from time to time. The
Company undertakes no duty or obligation to publicly update or revise the
information contained in this Current Report on Form 8-K, although it may do so
from time to time as its management believes is appropriate or as required by
applicable law. Any such updating may be made through the filing of other
reports or documents with the SEC, through press releases, by updating the
Company's website or through other public disclosure.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
99.1 Slide Presentation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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