PTC THERAPEUTICS, INC. appointed Dr. Matthew B. Klein 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 Succession


On March 22, 2023, the Board of Directors (the "Board") of PTC Therapeutics, Inc. (the "Company") appointed Dr. Matthew B. Klein, age 51, as Chief Executive Officer and President and a member of the Board, effective as of March 22, 2023. Dr. Klein succeeds Dr. Stuart W. Peltz, who provided the Board with notice on March 22, 2023 of his decision to retire as Chief Executive Officer and as a member of the Board, in each case, effective as of March 22, 2023. Dr. Klein is a Class I director with an initial term expiring at the Company's 2023 annual meeting of stockholders. In order to provide an orderly transition, Dr. Peltz will serve as a Senior Advisor to the Company and join its Scientific Advisory Board, as further described below.


Dr. Klein has served as the Company's Chief Operating Officer since January 2022. Dr. Klein joined the Company in October 2019 as Global Head Gene and Mitochondrial Therapies and became Global Head Clinical Development in March 2020 and Chief Development Officer in April 2020. Prior to joining the Company, Dr. Klein was Chief Executive Officer of BioElectron Technology Corporation, or BioElectron, from 2018 to 2019, and served as a member of the board of directors of BioElectron from 2018 to 2020. Dr. Klein served as the Chief Medical Officer of BioElectron from 2013 to 2019 and was Senior Vice President, Clinical Science at BioElectron from 2012 to 2013. Dr. Klein has also served as a member of the board of directors of ClearPoint Neuro, Inc., a Nasdaq-listed company, since 2020 as the Company's designee. Dr. Klein received a BA from the University of Pennsylvania, an MD from Yale University School of Medicine and an MS in epidemiology from the University of Washington School of Public Health.


No arrangement or understanding exists between Dr. Klein and any other person pursuant to which Dr. Klein was appointed as an officer or director of the Company. No family relationships exist between Dr. Klein and any director or officer of the Company. At the time of the acquisition of substantially all of the assets of BioElectron pursuant to an Asset Purchase Agreement by and between the Company and BioElectron, dated October 1, 2019, Dr. Klein was the Chief Executive Officer and director of BioElectron, and was a shareholder of BioElectron, owning approximately six percent of its outstanding shares. As a shareholder of BioElectron, Dr. Klein is entitled to receive a portion of any post-closing payments made to BioElectron pursuant to the Asset Purchase Agreement. No such payments have been made to BioElectron since the acquisition. Dr. Klein was not a related party at the time of the acquisition.


In connection with his retirement, the Company and Dr. Peltz entered into a consulting agreement (the "Consulting Agreement") pursuant to which Dr. Peltz will serve as a Senior Advisor to the Company and will provide consulting services to the Company from March 24, 2023, the date he terminates employment, until April 11, 2025 (subject to earlier termination, the "consulting period"). The Consulting Agreement provides that Dr. Peltz will receive a consulting fee of $600,000 in respect of his consulting services for the first twelve months of the consulting period and $400,000 in respect of his consulting services for the next twelve months of the consulting period (through March 24, 2025). Dr. Peltz and his eligible dependents will continue to receive group health insurance benefits until he becomes eligible for Medicare, subject to applicable law and the terms of the applicable policies and subject to a maximum amount of expenses. In addition, Dr. Peltz will continue to be eligible to receive a prorated 2023 annual bonus. The amount of such prorated 2023 annual bonus will be equal to 25% of Dr. Peltz's 2022 annual bonus and will be payable at the time bonuses are paid to the Company's executive officers. While Dr. Peltz serves on the Company's Scientific Advisory Board, he will be compensated for such services in accordance with the Company's policies. Unvested equity awards previously granted to Dr. Peltz will continue to be eligible to vest based on his continued service during the consulting period in accordance with their existing terms. Dr. Peltz also agreed to a release of claims relating to the end of his service as Chief Executive Officer and remains subject to certain continuing obligations in favor of the Company.


The foregoing descriptions of the material terms of the Consulting Agreement for Dr. Peltz do not purport to be complete and are qualified in their entirety by reference to the full text of the Consulting Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.