Gemini Therapeutics, Inc. /DE appointed Mr. Meyenburg as 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 President and Chief Executive Officer 

The Board also approved a separation agreement in connection with the departure of its Chief Executive Officer, Jason Meyenburg (the "Separation Agreement"). Mr. Meyenburg's last date of employment with the Company as its President and Chief Executive Officer is February 28, 2022 (the "Separation Date"). Mr. Meyenburg will no longer serve as a director of the Company, effective as of February 28, 2022. Mr. Meyenburg's resignation from the Board was not due to any disagreement with the Company's operations, policies or practices. Pursuant to the Separation Agreement, Mr. Meyenburg is entitled to receive (i) an amount equal to twelve (12) months of his base salary, (ii) a pro rata portion of his target bonus (as defined in his employment agreement) for 2022 (the calendar year in which the last day of his employment occurs), and (iii) monthly COBRA premiums paid by the Company until the earlier of (a) twelve (12) months from the Separation Date, (b) the date Mr. Meyenburg becomes eligible for health insurance through another employer, or (c) the cessation of Mr. Meyenburg's continuation coverage rights under COBRA. The Separation Agreement also contains a reaffirmation of Mr. Meyenburg's confidentiality and restrictive covenant obligations to the Company and a general release of claims by Mr. Meyenburg. Mr. Meyenburg will continue to contribute to the Company in an advisory role for a period of time following the Separation Date, during which time he will continue to vest in his existing equity awards. In addition, Mr. Meyenburg may exercise his vested stock options until 180 days after the termination of his advisory role, or the original expiration date of such stock options, if earlier.


The foregoing summary does not purport to be complete and is qualified in its entirety by the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Appointment of Interim President and CEO 

In connection with Mr. Meyenburg's departure, the Board appointed Dr. Georges Gemayel, the Company's current Executive Chair, to serve as Interim President and Chief Executive Officer, effective as of February 28, 2022. Dr. Gemayel will continue to serve as a member and Chair of the Board. Biographical information regarding Dr. Gemayel is contained in and incorporated herein by reference from the Company's definitive proxy statement filed with the Securities and Exchange Commission on August 17, 2021.

Dr. Gemayel does not have any family relationships with any of the Company's directors or executive officers. The terms of Dr. Gemayel's employment with the Company are set forth in the Employment Agreement by and between the Company and Dr. Gemayel, dated November 15, 2021, filed with the Securities and Exchange Commission on November 15, 2021.