| Item 5.02 |
Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
|
(c)
On October 12, 2021, we announced the hiring and appointment
of Jason Haas as the Chief Financial Officer of Syros
Pharmaceuticals, Inc. (the “Company”), effective immediately.
Mr. Haas, age 54, most recently served as Co-Head of Americas, Healthcare
Investment Banking at Barclays from June 2016 to October 2021.
Previously, he served as Head of Americas, Healthcare Investment
Banking at Deutsche Bank from 2012 to June 2016. Prior to his role
at Deutsche Bank, he was a Managing Director on the Healthcare
Investment Banking team at Goldman Sachs & Co.
Mr. Haas holds an M.B.A in Finance from Columbia Business
School and a B.A in International Relations and Economics from
Colgate University.
We entered into an offer letter (the “Offer Letter”) with Mr. Haas in
connection with his appointment as Chief Financial
Officer. Under the offer letter, which is effective
October 12, 2021, Mr. Haas will receive an annual salary
of $440,000 and he will be eligible to participate in our annual
bonus program, with a target bonus of 40% of his base salary.
In addition, the Offer Letter provides that, as a material
inducement to Mr. Haas to enter into employment with the
Company, and subject to approval by the Board of Directors or its
designee, Mr. Haas will be granted a nonstatutory stock option
to purchase 750,000 shares of the Company’s Common Stock, $0.001
par value per share (the “Common
Stock”), as an inducement grant outside of the Company’s
2016 Stock Incentive Plan pursuant to Nasdaq Listing Rule
5635(c)(4) (the “Inducement
Award”), with an exercise price per share equal to the
closing price per share of the Common Stock on the Nasdaq Global
Select Market on the grant date. The Inducement Award will vest as
to 25% of the shares underlying the stock option on
October 12, 2022, with the remaining shares vesting ratably on
a monthly basis over the following three years, subject to
Mr. Haas’s continued employment with the Company. The Board of
Directors granted the Inducement Award with an exercise price equal
to $4.54 per share, which was the closing price of the Common
Stock, as reported by the Nasdaq Global Select Market, on
October 12, 2021, the date of grant. Mr. Haas will also
be eligible to receive such future long-term incentive awards as
the Board of Directors shall deem appropriate.
The Offer Letter also provides that if Mr. Haas’s employment
is terminated by us without cause, or by him with good reason, he
will receive severance payments equal to his then-current monthly
salary rate for nine months, subject to certain conditions,
including the execution of a release of all claims against the
Company. In addition, in the event of a change in control of the
Company, all unvested stock options then held by Mr. Haas will
vest in full 12 months after the change in control, or earlier
if his employment is terminated by us without cause or by him for
good reason in contemplation of, pursuant to or following a change
in control. Mr. Haas will be eligible to participate in our
401(k) plan, health plans, and other benefits on the same
terms as all of our other employees. The foregoing descriptions are
qualified in their entirety by the full text of the Offer Letter
and the form of nonstatutory stock option agreement for the
Inducement Award, which are filed as Exhibits 10.1 and 10.2,
respectively, and incorporated herein by reference.
We have also entered into an employee non-disclosure, assignment and
non-solicitation agreement
with Mr. Haas. Under this agreement, Mr. Haas has agreed
(1) to protect our confidential and proprietary information,
(2) to assign to us related intellectual property developed
during the course of his employment, and (3) not to solicit
our employees during his employment and for a period of one year
after the termination of his employment.
Our certificate of incorporation permits us to indemnify our
executive officers to the fullest extent permitted by Delaware law.
On October 12, 2021, we entered into an indemnification
agreement with Mr. Haas on terms identical to those entered
into with the Company’s other directors and executive officers.
This indemnification agreement requires us, among other things, to
advance expenses, including attorneys’ fees, to our directors and
executive officers in connection with an indemnification claim,
subject to very limited exceptions.
There are no transactions between Mr. Haas and the Company and
there is no arrangement or understanding between Mr. Haas and
any other persons or entities pursuant to which Mr. Haas was
appointed as an officer of the Company.
