Elevation Oncology, Inc. appointed Joseph J. Ferra, Jr. as new CEO

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers




Chief Executive Officer Separation Agreement



On January 5, 2023, the Company and Shawn M. Leland, the President and Chief Executive Officer ("CEO") of the Company, entered into a Separation Agreement (the "Separation Agreement") following the mutual agreement between the Company's Board of Directors (the "Board") and Dr. Leland regarding his departure from his current positions with the Company. Pursuant to the Separation Agreement, Dr. Leland ceased his role as the Company's President and Chief Executive Officer, effective January 5, 2023 (the "Separation Date"), and resigned as a director of the Board, effective as of the Separation Date. This mutual agreement was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.



From the Separation Date until January 5, 2024 (the "Advisory End Date"), Dr. Leland will continue as an advisor of the Company. The Company will enter into an advisory agreement (the "Advisory Agreement") with Dr. Leland, pursuant to which Dr. Leland has agreed to serve as a non-employee advisor to the Company until the Advisory End Date.



Subject to Dr. Leland's execution of a general release of claims, the terms of the Separation Agreement, and the terms of the Advisory Agreement, Dr. Leland will be entitled to receive the following benefits: (i) a lump sum payment in the gross amount of $574,750, equal to twelve (12) months of his annual salary; (ii) a lump sum payment in the gross amount of $300,306.88, which reflects Dr. Leland's earned bonus for the 2022 fiscal year; (iii) the amount of COBRA premiums he would be required to pay to maintain group healthcare coverage as in effect on the Separation Date for twelve (12) months following the Separation Agreement; and (iv) accelerated vesting in his outstanding equity awards with respect to the number of shares that would have vested if Dr. Leland had remained in service for twelve (12) months following the Separation Date. In exchange for providing consulting services to the Company through the Advisory End Date, Dr. Leland's existing equity awards will continue to vest during the term of the Advisory Agreement and Dr. Leland will be entitled to exercise his vested equity awards until the twelve (12) month anniversary of the Advisory End Date. 



The foregoing description of the Separation Agreement is qualified in its entirety by reference to the complete text of the Separation Agreement, a copy of which will be filed with the Company's Quarterly Report on Form 10-Q for the three months ending March 31, 2023.



Interim Chief Executive Officer and President Appointment



Effective as of the Separation Date, the Board appointed Joseph J. Ferra, Jr., the Company's Chief Financial Officer, to succeed Dr. Leland as Interim Chief Executive Officer and President. Mr. Ferra will also remain Chief Financial Officer while serving as Interim Chief Executive Officer. Mr. Ferra, age 47, has served as the Company's Chief Financial Officer since June 2021. Mr. Ferra joined the Company from Syros Pharmaceuticals, Inc., where he served as Chief Financial Officer from March 2018 to June 2021. Prior to Syros, Mr. Ferra was employed at JMP Securities LLC, where he served as Managing Director from March 2014 to March 2018, Head of East Coast Healthcare Banking from March 2015 to March 2017 and Co-Head of Healthcare Investment Banking from March 2017 to March 2018. Previously, he was employed by UBS Investment Bank from September 2009 to March 2014 serving, most recently, as Executive Director of global healthcare investment banking. Mr. Ferra received a B.S. in chemistry with distinction from Purdue University and an M.B.A. from The Stephen M. Ross School of Business at the University of Michigan. There are no arrangements or understandings between Mr. Ferra and any other persons, pursuant to which he was appointed as Interim Chief Executive Officer, there are no family relationships among any of the Company's directors or executive officers and Mr. Ferra, and he 





has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.



Mr. Ferra is party to a Change in Control and Severance Agreement with the Company, a form of which is filed as Exhibit 99.1 to the report filed by the Company on Form 8-K on August 6, 2021, and which will be amended in connection with Mr. Ferra's appointment as Interim Chief Executive Officer (as amended, the "Amended Severance Agreement") to reflect severance benefits consistent with a Chief Executive Officer position. Under the Amended Severance Agreement, during the term of Mr. Ferra's service as Interim Chief Executive Officer, if Mr. Ferra is terminated other than for "cause", Mr. Ferra will be entitled to (i) a lump-sum payment equal to twelve (12) months of his base salary; (ii) payment of COBRA premiums until the earlier of (a) the date upon which Mr. Ferra becomes eligible to receive substantially similar health insurance coverage from another company or (b) twelve (12) months to maintain group healthcare coverage as in effect on the date of his termination; and (iii) accelerated vesting of Mr. Ferra's outstanding equity awards as if an additional twelve (12) months of vesting had occurred for any outstanding and unvested awards as of the date of his termination. In connection with a "change in control" (as defined in the Amended Severance Agreement), if Mr. Ferra is terminated within twelve (12) months following a "change in control" for any reason other than "cause," or resigns for "good reason," Mr. Ferra will be entitled to (i) a lump-sum payment equal to eighteen (18) months of his base salary; (ii) one hundred fifty percent (150%) of his annual target bonus; (iii) payment of COBRA premiums until the earlier of (a) the date upon which Mr. Ferra becomes eligible to receive substantially similar health insurance coverage from another company or (b) eighteen (18) months following termination; and (iv) accelerated vesting of Mr. Ferra's outstanding equity awards (provided that performance-based awards shall accelerate at the greater of target levels or actual achievement) such that 100% of such equity awards shall become fully vested and exercisable as of the date of his termination. Additionally, in connection with Mr. Ferra's appointment as Interim Chief Executive Officer, on January 5, 2023, the Board approved certain adjustments to Mr. Ferra's compensation terms for such position, which includes an increase in monthly base salary of $10,000, an increase in target bonus amount to 50% and a one-time stock option grant of 30,000 shares that will vest in equal monthly installments over six months from the grant date. The adjustments to Mr. Ferra's cash compensation in relation to his appointment as Interim Chief Executive Officer will be prorated for time served in that role.



Mr. Ferra is also party to the Company's standard form of indemnification agreement. The form of the indemnification agreement was previously filed by the Company as Exhibit 10.1 to the Form S-1/A filed by the Company with the Securities and Exchange Commission (SEC) on June 21, 2021, and incorporated by reference herein.