Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 25, 2021, Praxis Precision Medicines, Inc. (the “Company”) announced the appointment of Timothy E. Kelly as Chief Financial Officer of the Company, effective immediately (the “Effective Date”). Mr. Kelly will also serve as the Company’s Treasurer and Principal Financial Officer.
Prior to joining us, Mr. Kelly, age 48, served as Chief Financial Officer of Foundation Medicine, Inc., beginning in 2019. Prior to his time at Foundation Medicine, Mr. Kelly served in several finance roles of increasing responsibility at the Roche Group and Genentech (before being acquired from the Roche Group in 2009) from 2003 to 2019, including finance and corporate services director for Roche Pharma in the United Kingdom from 2017 to 2019 and head of group strategic planning for the Roche Group in Switzerland from 2013 to 2017. Mr. Kelly holds a Bachelor of Arts in economics from the College of William and Mary and a Master’s in Business Administration from the Columbia Business School.
In connection with Mr. Kelly’s appointment, the Company entered into an employment agreement, effective as of the Effective Date, with Mr. Kelly, which sets forth certain terms of Mr. Kelly’s employment and is in the same form as its standard form of amended and restated employment agreement with the Company’s other executive officers. Mr. Kelly’s employment agreement provides for the payment of an annual base salary for fiscal year 2021 of $425,000 (which amount will be prorated based on his start date) and he will be eligible to earn an annual bonus with a target amount equal to 40% of his base salary, each of which are subject to review and redetermination by the Compensation Committee of the Board of Directors of the Company. In connection with his appointment, Mr. Kelly received an option to purchase 200,000 shares of the Company’s common stock, which will vest over a four-year period with 25% vesting on the one-year anniversary of the vesting commencement date and the remaining 75% vesting in 36 equal monthly installments, subject to his continued service to the Company. Mr. Kelly is also eligible to participate in the employee benefit plans available to the Company’s employees, subject to the terms of those plans.
In connection with Mr. Kelly’s appointment, the Company also entered into an indemnification agreement with Mr. Kelly in the same form as its standard form of indemnification agreement with the Company’s other executive officers.
There are no arrangements or understandings between Mr. Kelly and any other persons pursuant to which he was appointed as the Company’s Chief Financial Officer, and Mr. Kelly has no family relationship with any of the executive officers or directors of the Company. Additionally, there are no transactions involving the Company and Mr. Kelly that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Prior to Mr. Kelly’s appointment, Lauren Mastrocola, the Company’s Vice President of Finance and Principal Accounting Officer, had assumed the responsibilities of Principal Financial Officer of the Company on an interim basis. As a result of Mr. Kelly’s appointment, Ms. Mastrocola ceased to have these responsibilities as of the Effective Date. Ms. Mastrocola will continue to serve as Vice President of Finance and Principal Accounting Officer of the Company.
In connection with Mr. Kelly’s appointment as Chief Financial Officer, the Company issued a press release on May 25, 2021 titled “Praxis Precision Medicines Appoints Tim Kelly as Chief Financial Officer”, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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99.1
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104
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Cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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