| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 24, 2023, in connection with the approval by the board of directors (the “Board”) of Metacrine, Inc. (the “Company”) of the plan of liquidation and dissolution of the Company (the “Plan of Dissolution”), Preston Klassen, M.D., the Company’s President, Chief Executive Officer, Secretary and principal executive officer, was terminated from all positions of employment with the Company, effective as of February 1, 2023 (the “Separation Date”).
In connection with Dr. Klassen’s termination, the Company entered into a Separation Agreement and General Release of All Claims (the “Separation Agreement”) with Dr. Klassen, pursuant to which Dr. Klassen will, upon the effectiveness of the Separation Agreement, be entitled to (i) a one-time severance payment in the amount of $1,156,600, less applicable taxes and withholdings; (ii) a cash payment equal to the amount of Dr. Klassen’s COBRA premiums through October 1, 2024, subject to applicable tax withholdings; and (iii) the full acceleration of the vesting and exercisability of each outstanding unvested stock option and other stock award held by Dr. Klassen as of the Separation Date, subject to Dr. Klassen’s agreement to a general release of claims in favor of the Company and its affiliates and compliance with certain confidentiality, non-disparagement and nondisclosure obligations. Dr. Klassen will remain as a member of the Board.
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the complete text of the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On January 24, 2023, Michael York, the Company’s Chief Business Officer, was appointed to the additional positions of President, Chief Executive Officer and Secretary, and was designated as the Company’s principal executive officer, in each case effective as of the Separation Date. Mr. York will continue to serve as the Company’s Chief Business Officer, Treasurer, principal financial officer and financial accounting officer.
Mr. York, 58, has served as the Company’s Chief Business Officer since February 2022, and from December 2021 to February 2022 served as the Company’s Senior Vice President, Business Development & Commercial Strategy. From June 2018 to November 2021, he served in strategic business development roles at PhaseBio Pharmaceuticals, Inc. (NASDAQ: PHAS), most recently as Senior Vice President, Corporate Development and Alliance Management, where he led a number of licensing and development deals and was the architect for bentracimab’s commercial strategy. Prior to PhaseBio, he served as Vice President, Global Business Development and Alliance Management at Orexigen Therapeutics, Inc. (NASDAQ: OREX) from August 2015 to June 2018, where he led global business development activities to license Orexigen assets and manage alliance partners. Before Orexigen, Michael was President and Chief Executive Officer of Senté Labs, Inc., a privately held company recognized as a leader in medical skincare products based on glycoproteins. Earlier in his career, Mr. York held roles of increasing responsibility at Amylin Pharmaceuticals, Santarus, Inc., Amgen, AstraZeneca and Merck & Co., Inc. He received an MBA from the University of Redlands and a B.A. in public administration and economics from San Diego State University.
There are no arrangements or understandings between Mr. York and any other person pursuant to which Mr. York was selected to serve as the Company’s President, Chief Executive Officer, Secretary and principal executive officer. Mr. York does not have any direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.