Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Patrick Fabbio as Chief Financial Officer
On January 30, 2023, Protara Therapeutics, Inc. (the "Company") announced that,
effective as of January 30, 2023, Patrick Fabbio had been appointed as Chief
Financial Officer of the Company. Mr. Fabbio will serve as the Company's
principal financial officer effective January 30, 2023, replacing Jesse
Shefferman, the Company's President and Chief Executive Officer, who had been
serving in such role while the Company searched for a Chief Financial Officer.
Hannah Fry, the Controller of the Company, will remain the Company's principal
accounting officer.
Mr. Fabbio, 55, brings more than 30 years of experience in financial,
operational and transactional leadership in both publicly-traded and
privately-held life science and pharmaceutical companies. Prior to joining the
Company, Mr. Fabbio served as President and Chief Financial Officer of Rafael
Holdings, Inc., beginning in November 2021. Previously, Mr. Fabbio was Chief
Financial Officer of WindMIL Therapeutics, Inc. from March 2020 to July 2021 and
Progenics Pharmaceutics, Inc. from November 2015 to March 2020. Mr. Fabbio has
also served as Chief Financial Officer of electroCore Medical, LLC and Ikano
Therapeutics, Inc.; Vice President of Finance at NPS Pharmaceuticals, Inc.; and
Vice President of Finance, Innovation and Growth at Catalent Pharma Solutions,
Inc. Mr. Fabbio also held roles in financial positions at Sanofi-Aventis U.S.
LLC, UniPath Diagnostics Co., BioMatrix, Inc. and Coopers & Lybrand LLP. He is
also a board member of BeyondSpring Therapeutics, Inc.
Mr. Fabbio holds a Master of Business Administration in Finance from the Stern
School of Business at New York University and a Bachelor of Business
Administration in Accounting from Pace University. Mr. Fabbio has no family
relationships with any director or officer of the Company, nor any relationships
with the Company that would require disclosure pursuant to Item 404(a) of
Regulation S-K.
In connection with Mr. Fabbio's appointment as the Chief Financial Officer, the
Company and Mr. Fabbio entered into an Executive Employment Agreement, dated
January 5, 2023 and effective as of January 30, 2023 (the "Executive Employment
Agreement"). Pursuant to the terms of his Executive Employment Agreement, Mr.
Fabbio is entitled to an initial annual base salary of $445,000 per year, an
annual discretionary cash bonus of 45% of Mr. Fabbio's then-current base salary
and a one-time signing bonus of $25,000.
Mr. Fabbio's Executive Employment Agreement also provides for the grant of a
stock option to purchase 300,000 shares of the Company's common stock with an
exercise price per share equal to the closing price per share on the grant date,
January 30, 2023. Such stock option is subject to a four-year vesting schedule
with 25% of the shares subject to the option vesting on the first anniversary of
the grant date and the balance of the shares vesting in equal monthly
installments over the subsequent 36 months of continuous service thereafter.
Such award will be granted under the Company's 2020 Inducement Plan, and Mr.
Fabbio will be eligible for future equity awards under the Company's Amended and
Restated 2014 Equity Incentive Plan or such other plan or arrangements the
Company may have in effect from time to time on an annual basis, in either case,
as approved by the Board (or a committee thereof) in its sole discretion.
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Under the terms of his Executive Employment Agreement, if Mr. Fabbio is
terminated by the Company without cause or resigns for good reason, he is
entitled to receive (i) payment of his then-current base salary through the
effective date of the termination or resignation, (ii) a one-time cash payment
equal to nine months' of his then-current base salary, (iii) a one-time cash
payment equal to twelve months' of his target bonus, (iv) reimbursement of any
healthcare premium costs for nine months, at the same level of coverage as he
had during employment, and (v) reimbursement of any benefit plan premium costs
paid by him for nine months at same level of coverage he had during his
employment at the Company. The severance benefits described in the foregoing
sentence are, in each case, subject to Mr. Fabbio's compliance with continuing
obligations to the Company and his execution of a general release in favor of
the Company. In addition to the foregoing, if Mr. Fabbio is terminated other
than for cause, death or disability during the twelve months following a change
in control of the Company, Mr. Fabbio will be entitled to acceleration of 100%
of his then unvested outstanding equity awards and, in lieu of the payment
referred to in (ii) above, a one-time cash payment equal to twelve months' of
his then-current base salary.
The foregoing description of Mr. Fabbio's Executive Employment Agreement is only
a summary, and it is qualified in its entirety by the Executive Employment
Agreement, a copy of which the Company expects to file as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2023.
Item 7.01. Regulation FD Disclosure.
On January 30, 2023, the Company issued a press release announcing the
appointment of Mr. Fabbio as the Company's Chief Financial Officer. A copy of
the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K. The information included in this Item 7.01 and in Exhibit 99.1 shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated January 30, 2023, issued by the Registrant.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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