Arbutus Biopharma Corp appointed new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


William H. Collier Separation and Consulting Agreements


As previously disclosed, William H. Collier retired as Chief Executive Officer of Arbutus Biopharma Corporation (the "Company"), effective December 31, 2023. In connection with Mr. Collier's retirement, Mr. Collier and the Company entered into a Separation and Release Agreement, dated December 31, 2023 (the "Separation Agreement"), which sets forth the terms of Mr. Collier's separation from the Company, consistent with his existing employment agreement unless otherwise described in the Separation Agreement. Pursuant to the Separation Agreement, and subject to his agreeing to a release of claims and compliance with certain other continuing obligations, Mr. Collier is entitled to 50% of his target bonus for the fiscal year ended December 31, 2023.


In addition, Mr. Collier and Arbutus Biopharma, Inc., a wholly-owned subsidiary of the Company ("Arbutus"), entered into a Consulting Agreement, effective December 31, 2023 (the "Consulting Agreement"), pursuant to which Mr. Collier will perform services as reasonably requested for a period of three (3) months, unless extended or earlier terminated by either party in accordance with the terms therein. In exchange for his services, Mr. Collier will receive a fee of $400 per hour. Additionally, during the term of the Consulting Agreement, Mr. Collier's restricted stock units and stock options granted pursuant to the Company's equity incentive plans will continue to vest. Further, Mr. Collier will have ninety (90) days from the termination of the Consulting Agreement to exercise any vested stock options.


The foregoing descriptions of the Separation Agreement and the Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the Separation Agreement and the Consulting Agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.


Amendment to Michael J. McElhaugh Employment Agreement


On January 1, 2024 (the "Effective Date"), Michael J. McElhaugh, the Company's Interim President and Chief Executive Officer, and Arbutus entered into that certain Fourth Amendment to Executive Employment Agreement, effective as of the Effective Date (the "Employment Agreement Amendment"), to reflect, among other things, an increase in Mr. McElhaugh's annual base salary to $515,000 and an increase in Mr. McElhaugh's target bonus to 45%. The Employment Agreement Amendment also provides that, during the time Mr. McElhaugh is serving as the Company's Interim President and Chief Executive Officer, he is entitled to an additional yearly stipend of $127,500, which shall be pro-rated monthly, and he will be nominated for election to the Board of Directors of the Company. 


The foregoing description of the Employment Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement Amendment, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.