Atreca, Inc. appointed new CEO

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


Departure of Chief Financial Officer


On September 15, 2023, Herbert Cross, Chief Financial Officer of the Company, resigned from his position, effective September 22, 2023 (the "Separation Date"), to pursue a new business opportunity. Mr. Cross' resignation was not due to any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. The Company thanks Mr. Cross for his contributions and wishes him well in his future endeavors. In connection with Mr. Cross' resignation, John A. Orwin, Chief Executive Officer of the Company, was appointed to serve as the principal financial officer of the Company, effective as of the Separation Date.


In connection with his resignation, on September 18, 2023, the Company and Mr. Cross entered into a Separation and Consulting Agreement (the "Separation and Consulting Agreement"), commencing on the Separation Date, pursuant to which Mr. Cross resigned from his position of Chief Financial Officer and will serve as a consultant to the Company to ensure an orderly transition. The Separation and Consulting Agreement provides for, among other things, (i) a consulting arrangement whereby Mr. Cross will provide certain consulting services to the Company for a weekly consulting fee of $2,000, through March 31, 2024, unless terminated earlier or later pursuant to the terms of the Separation and Consulting Agreement (the "Consulting Period") and (ii) continued vesting through the Consulting Period of each outstanding and unvested stock option, unit or other equity award held by Mr. Cross as of the Separation Date.


The Separation and Consulting Agreement also provides for, among other things, a release of claims by Mr. Cross in favor of the Company and its affiliates, continuing confidentiality obligations applicable to Mr. Cross, and non-disparagement and cooperation obligations applicable to Mr. Cross and the Company.


The foregoing description of the Separation and Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation and Consulting Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.


Appointment of Principal Accounting Officer


In addition, in connection with Mr. Cross' resignation, on September 17, 2023, the Board of Directors of the Company (the "Board") approved the appointment of Rick Ruiz, Vice President of Finance of the Company, to serve as the principal accounting officer of the Company, effective as of the Separation Date.


Mr. Ruiz, age 59, is an experienced financial professional with a demonstrated history of working in the biotechnology industry and extensive expertise in budgeting, accounting, corporate financial planning and analysis, and internal controls. Prior to his appointment as principal accounting officer of the Company, Mr. Ruiz served as the Company's Vice President of Finance since September 2018. Prior to joining the Company, Mr. Ruiz served as a consultant at RoseRyan, Inc., a leading finance and accounting advisory firm from March 2014 to September 2018. Mr. Ruiz received a B.S. in Business, Accounting from Biola University.


In connection with his appointment as principal accounting officer, the Board approved an increase in Mr. Ruiz's annualized base salary to $350,000 and a Retention Bonus Letter, dated September 18, 2023, between Mr. Ruiz and the Company, pursuant to which Mr. Ruiz is eligible for a one-time cash bonus payment in the amount of $125,000, subject to the terms and conditions provided in the Retention Bonus Letter, including his continued service with the Company through February 29, 2024.


The selection of Mr. Ruiz to serve as the principal accounting officer of the Company was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Ruiz and any director or executive officer of the Company, and there are no transactions between Mr. Ruiz and the Company that would be required to be reported under Item 404(a) of Regulation S-K.