Transcode Therapeutics, Inc. appointed Thomas A. Fitzgerald 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 Chief Executive Officer and Director


On January 10, 2024, Robert Michael Dudley entered into a separation agreement with the Company pursuant to which he resigned from his position as the Company's President and Chief Executive Officer, and as a director of the Company, in each case effective January 13, 2024. Mr. Dudley's decision to resign is not the result of any disagreement with the Company on any matter related to the Company's operations, policies or practices.


Under the separation agreement, the Company agreed to pay Mr. Dudley a severance payment in the amount of $34,607.70 within seven days of the effective date (as defined in the separation agreement) and to accelerate the vesting of all of Mr. Dudley's outstanding option awards that would have otherwise vested during the 12-month period following the separation date and extend the exercise period of these awards through the 12-month period following the separation date. Mr. Dudley also entered into a customary release of claims in favor of the Company. The foregoing description of the separation agreement is not complete and is qualified in its entirety by reference to the full text of the separation agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.


Appointment of Interim President and Chief Executive Officer


Thomas A. Fitzgerald, the Company's Chief Financial Officer, was appointed to serve as the Company's Interim President and Chief Executive Officer, effective January 13, 2024. He will continue to serve as the Company's Chief Financial Officer.


The information required by Items 401 and 404(a) of Regulation S-K is hereby incorporated by reference for Mr. Fitzgerald from the Company's Proxy Statement filed on April 10, 2023.