| 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
On June 10, 2024, Centessa Pharmaceuticals plc (the “Company”) announced the appointment of John Crowley as Chief Financial Officer, which was approved by the Board of Directors of the Company on June 5, 2024, effective June 10, 2024 (the “Start Date”). Accordingly, Mr. Crowley has also been designated the Company’s principal financial officer and principal accounting officer, replacing Dr. Gregory Weinhoff as Chief Financial Officer and in those roles.
Mr. Crowley previously served as Chief Financial Officer of Fusion Pharmaceuticals prior to its acquisition by AstraZeneca in June 2024. Mr. Crowley also served as Executive Vice President and Chief Financial Officer of Merus, Inc. from November 2016 to January 2019. Prior to Merus, Mr. Crowley served as the Corporate Senior Vice President, Corporate Controller and Chief Accounting Officer of Charles River Laboratories, Inc. Mr. Crowley also held senior corporate finance positions at Ironwood Pharmaceuticals, Inc., Vertex Pharmaceuticals, Inc., and Sunovion Pharmaceuticals, Inc., where he supported several commercial launches, financings, and business development transactions in rapidly growing companies. Mr. Crowley holds BS degrees in Economics and Accountancy from Babson College and is a Certified Public Accountant.
In connection with Mr. Crowley’s appointment as Chief Financial Officer, Mr. Crowley and the Company entered into an Employment Agreement, dated June 5, 2024 (the “Crowley Employment Agreement”).
Under the terms of the Crowley Employment Agreement, (i) the Company will pay Mr. Crowley an annual base salary (the “Base Salary”) of $525,000; (ii) Mr. Crowley will be eligible to receive an annual cash bonus (the “Annual Bonus”), with the target amount of such Annual Bonus equal to 40% of Mr. Crowley’s Base Salary in the year to which the Annual Bonus relates, and which will be pro-rated for 2024; provided that the actual amount of the Annual Bonus may be greater or less than such target amount; and (iii) the Company will award Mr. Crowley an option to purchase up to 600,000 of the Company’s American Depositary Shares (“ADSs”) under the Company’s Amended and Restated 2021 Stock Option and Incentive Plan (the “Plan”) with an exercise price equal to the closing price of the ADSs on the Nasdaq Global Select Market on the grant date (the “Crowley Options”). The Crowley Options will be subject to the terms and conditions of the Plan and shall vest as follows: 25% on the one-year anniversary of the vesting commencement date, and the remaining 75% vest in 36 equal monthly installments on the first day of each month thereafter, in each case subject to his continued service through the applicable vesting date. The Crowley Employment Agreement contains the severance terms applicable to Tier 2 officers in the Company’s Executive Severance Plan (as described in the Company’s Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on May 9, 2024 (the “Proxy Statement”)).
The foregoing description of the Crowley Employment Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Crowley Employment Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2024, and the foregoing description is subject in all respects to the actual terms of the Crowley Employment Agreement.
There are no family relationships between Mr. Crowley and any other director, executive officer or nominees thereof of the Company. There are no related party transactions between the Company and Mr. Crowley that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Appointment of Chief Business Officer
On June 10, 2024, the Company also announced that the Board has appointed Dr. Gregory Weinhoff as the Company’s Chief Business Officer, on June 5, 2024, effective on the Start Date. Accordingly, Dr. Weinhoff will no longer serve as the Company’s Chief Financial Officer, principal financial officer and principal accounting officer.
Dr. Weinhoff served as Chief Financial Officer of the Company from 2021 to 2024. Prior to working for the Company, Dr, Weinhoff was a Co-Founder, Director and Chief Financial and Chief Business Officer at Arvelle Therapeutics BV, which was acquired by Angelini Pharma. Prior to that, Dr. Weinhoff served as Chief Financial Officer at Axovant Sciences, Inc. where he oversaw finance, accounting, investor relations and business development. Before Axovant, Dr. Weinhoff spent 15 years as an early-stage healthcare venture capitalist at CHL Medical Partners, where he was founding CEO of Amicus Therapeutics and his firm was the sole Series A investor. Prior to graduate school, Dr. Weinhoff was a financial analyst in Morgan Stanley & Co.’s healthcare corporate finance group. Dr. Weinhoff holds an MD degree from Harvard Medical School, and MBA from Harvard Business School, and an AB in economics from Harvard College.
Please see the Proxy Statement for additional information relating to Dr. Weinhoff.