Regulus Therapeutics Inc. (NASDAQ:RGLS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
On July 29, 2019, the Board of Directors (the “Board”) of Regulus Therapeutics Inc. (the “Company”) appointed Cris Calsada as the Company’s Chief Financial Officer, effective upon her commencing employment with the Company, which is expected to occur on August 30, 2019 (the “Employment Commencement Date”). Upon the Employment Commencement Date, Ms. Calsada will become the principal financial officer of the Company and Mr. Hagan will discontinue serving as the Company’s interim principal financial officer.
Ms. Calsada, age 50, currently serves as the Chief Financial Officer of Sanifit Therapeutics, S.A., a privately held biotechnology company, where she has served since December 2017. From September 2015 to December 2017, Ms. Calsada was self-employed as a financial consultant to various biotechnology companies. From 2004 until its acquisition in September 2015, Ms. Calsada held various positions at AMBRX, Inc., a privately held biotechnology company, most recently serving as its Chief Operating Officer beginning in April 2015. Prior to that, Ms. Calsada held a variety of finance and accounting-related positions, including as an auditor for public accountancy firms. Ms. Calsada received a BS in Business Administration from San Diego State University and an MBA from the University of Southern California Marshall School of Business.
On July 29, 2019, the Company entered into an offer letter agreement with Ms. Calsada. to the agreement, Ms. Calsada will be entitled to receive an initial base salary of $310,000 per year and will be eligible to receive an annual performance bonus, with a target bonus amount of 50% of her base salary. Ms. Calsada’s base salary and target bonus will be subject to periodic review and adjustment from time to time in the discretion of the Board or the Compensation Committee of the Board.
If the Company terminates Ms. Calsada’s employment without cause (other than due to her death or complete disability) or if Ms. Calsada resigns for good reason at any time other than during the period beginning one month before and ending 12 months following a change in control of the Company, the Company will be obligated to pay Ms. Calsada, subject to her providing the Company with an effective release and waiver of claims, (1) a lump sum severance payment equal to 12 months of her base salary in effect at the time of such termination or resignation, (2) a lump sum payment equal to 12 months of healthcare premiums, grossed up, and (3) vesting acceleration of all outstanding options and other equity incentive awards subject to time-based vesting held by Ms. Calsada as of such termination or resignation.
If the Company terminates Ms. Calsada’s employment without cause (other than due to her death or complete disability) or if Ms. Calsada resigns for good reason, in each case during the period beginning one month before and ending 12 months following a change in control of the Company, in addition to the severance payment described above, the Company is also obligated to pay Ms. Calsada, subject to her providing the Company with an effective release and waiver of claims, a lump sum payment equal to the target amount of Ms. Calsada’s annual performance bonus for the year of termination or resignation.
Upon the Employment Commencement Date, Ms. Calsada will be granted a stock option to purchase 100,000 shares of the Company’s common stock at an exercise price equal to the fair market value on the date of grant. The option will vest as follows: 25% of the option will vest on the first anniversary of the Employment Commencement Date and the balance will vest in equal monthly installments over the following 36 months. The option will be subject to the terms and conditions of the Company’s equity incentive plan.
Upon the Employment Commencement Date, Ms. Calsada and the Company will also enter into an indemnification agreement requiring the Company to indemnify her to the fullest extent permitted under Delaware law with respect to her service as an officer of the Company. The indemnification agreement will be in the form entered into with the Company’s other executive officers. The form of indemnification agreement is attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-183384), filed with the Securities and Exchange Commission on August 17, 2012.
