Oncorus, Inc. appointed Brian Shea as new CEO

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

Officer Appointment


On June 6, 2023, in connection with the approval by the board of directors (the "Board") of Oncorus, Inc. (the "Company") of the plan of liquidation and dissolution of the Company (the "Plan of Dissolution"), as further described in Item 8.01 of this report and filed as Exhibit 2.1 hereto, the Board appointed Brian Shea, age 35, the Company's General Counsel and Secretary, as the Company's Interim Chief Executive Officer and President. Mr. Shea will also serve as the Company's principal executive officer. 


Mr. Shea has served as the Company's General Counsel since December 2022 and prior to that in various roles within the Company's legal function since August 2021. Prior to joining the Company, Mr. Shea worked as an attorney with the law firm Ropes & Gray LLP from March 2020 to July 2021, and prior to that, with the law firm Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., from March 2017 to March 2020. Mr. Shea received an A.B. from Dartmouth College and a J.D. from William & Mary Law School.


Mr. Shea previously entered into an offer letter with the Company dated July 9, 2021 pursuant to which he receives a current base salary of $258,233 and is eligible to receive an annual discretionary cash bonus equal to 25% of his annualized base salary. In connection with his appointment as the Company's Interim Chief Executive Officer and President, the Board approved an incentive entitling Mr. Shea to an additional six months of his base salary (the "Retention Bonus") payable on the earlier of (a) July 31, 2023 or (b) the approval of the Plan of Dissolution by the Company's stockholders (such earlier date being referred to as the "Retention Date"). The Retention Bonus shall be payable to Mr. Shea provided that he remains actively employed with the Company through (and does not provide any notice of resignation prior to) the Retention Date. Termination of Mr. Shea's employment with the Company for cause or in connection with the Company's pursuit of bankruptcy protection or similar protection under applicable insolvency laws prior to the Retention Date shall constitute a complete forfeiture of the Retention Bonus by Mr. Shea.


Mr. Shea has no family relationships with any of the Company's directors or executive officers, 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. In addition, there are no arrangements or understandings between Mr. Shea and any other person pursuant to which he was selected as an officer of the Company. 


Chairman Transition


In connection with the Plan of Dissolution, on June 6, 2023 the Board approved the appointment of Theodore (Ted) Ashburn, M.D., Ph.D. as Chairman of the Board, to replace Mitchell Finer, Ph.D. The Company thanks Dr. Finer for his years of service as Chairman and previously as Executive Chairman. Dr. Finer will continue to serve as a member of the Board.


Director Resignation


On June 7, 2023, Luke Evnin, Ph.D. notified the Company of his resignation from the Board as well as the Compensation Committee and Nominating and Corporate Governance Committee of the Board, effective immediately. Dr. Evnin's resignation was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.