Evelo Biosciences, 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.

Director Departures

On November 20, 2023, in connection with the Dissolution (as defined below), each of Juan Andres, Balkrishan (Simba) Gill, Ph.D., Jose-Carlos Gutiérrez-Ramos, Ph.D., Jeffrey R. Moore, Alexander C. Reynolds, Robert L. Rosiello and Tonya Williams notified Evelo Biosciences, Inc. (the "Company," "we," "us," "our," and "Evelo") of their resignation from the Board of Directors (the "Board") of the Company and all committees thereof, effective upon the Company's acceptance of such resignation. In each case, the director's resignation was not the result of a disagreement with the Company. In connection with the foregoing resignations, the Board reduced its size from seven directors to one director in Class II authorized to serve on the Board.

Officer Departures 

On November 20, 2023, in connection with the Dissolution, Simba Gill ceased serving as the Company's President, Chief Executive Officer, principal executive officer and president, and Marella Thorell ceased serving as the Company's Chief Financial Officer, Secretary, Treasurer, principal financial officer and principal accounting officer, in each case, effective as of 11:59 p.m., Eastern Time, on November 20, 2023. Dr. Gill and Ms. Thorell will cease their employment with the Company effective as of 11:59 p.m., Eastern Time, on December 1, 2023.

In connection with their separation, Dr. Gill and Ms. Thorell will be eligible to receive severance payments equal to four weeks of their respective base salaries in exchange for executing a release of claims in favor of the Company. The Company also anticipates entering into post-employment consulting agreements with each of Dr. Gill and Ms. Thorell under which they would provide transition consulting and advisory services relating to the Dissolution for a consulting fee of $3,150 per diem for Dr. Gill and $2,262 per diem for Ms. Thorell. 

Election of Director and Officer

On November 20, 2023, the Board appointed Craig R. Jalbert, age 62, as the Company's President and Corporate Secretary and as Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, in each case, effective as of 12:00 a.m., Eastern Time, on November 21, 2023. Mr. Jalbert was also appointed as sole member of the Board as a Class II director, effective upon the aforementioned directors' resignations, with a term that expires upon the election and qualification of his successor or until his earlier resignation or removal. Mr. Jalbert has not been appointed to any committee of the Board and, as of the date hereof, is not expected to be appointed to any committee of the Board.

Mr. Jalbert has served as a principal of the Foxborough, Massachusetts accounting firm of Verdolino & Lowey, P.C. since 1987. For over 30 years his practice has focused on distressed businesses, and he has served, and continues to serve, in the capacities of officer and director for numerous public and private companies in their wind down phases.

In connection with his appointment as an officer and director of the Company, Mr. Jalbert will be compensated in the amount of $10,000 per month until the date the Company files a Certificate of Dissolution and, following such filing, $50,000 per year for a period of three years thereafter. Mr. Jalbert was appointed to the Board and as an officer of the Company pursuant to an engagement letter with the Company, executed on November 20, 2023, to assist the Company in developing a plan of wind down of the Company's business affairs. There are no family relationships between Mr. Jalbert and any director or executive officer of the Company, and Mr. Jalbert has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.