2seventy bio, Inc. appointed William D. Baird, III 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 Transition


On January 29, 2024, Nick Leschly informed the Company of his resignation as the Company's president and chief executive officer effective upon the date of the Closing. Mr. Leschly will remain as a member of the Board and will succeed Daniel Lynch as Chair of the Board, effective as of the date of the Closing. 


On January 29, 2024, in connection with Mr. Leschly's appointment as Chairperson of the Board, the Company entered into a Transitional Services Agreement with Mr. Leschly (the "Transition Agreement"). Under the Transition Agreement, the Company will provide Mr. Leschly with an annual retainer of $200,000 for his service as Chair of the Board. The Transition Agreement provides that the Company will pay Mr. Leschly severance of $1.978 million (representing 18 months base salary plus target bonus for 2024) within 30 days following the earlier of a sale of the Company and the two-year anniversary of Closing. Mr. Leschly will also be entitled to receive a $300,000 cash bonus in connection with a sale of the Company. The Transition Agreement includes a general release of claims from Mr. Leschly in favor of the Company. The Transition Agreement terminates in the event the Asset Sale does not close.


The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by the full text of the Transition Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.


On January 29, 2024, the Board appointed William D. Baird, III as the president and chief executive officer of the Company, effective as of the date of the Closing. Mr. Baird will also serve as the Company's principal executive and as a member of the Board as a class I director. Mr. Baird, 52, has served as the Company's chief operating officer since September 2023 and prior to that served as the Company's chief financial officer since 2021. Previously, Mr. Baird served as chief financial officer of bluebird bio, Inc. from February 2019 until November 2021 and served as chief financial officer of Amicus Therapeutics, Inc. from April 2012 until February 2019. 


There are no (i) family relationships, as defined in Item 401 of Regulation S-K, between Mr. Baird and any of the Company's executive officers or directors, or any person nominated to become a director or executive officer, (ii) arrangements or understandings between Mr. Baird and any other person pursuant to which Mr. Baird was appointed as president and chief executive officer, or (iii) transactions in which Mr. Baird has an interest requiring disclosure under Item 404(a) of Regulation S-K.


On January 29, 2024, in connection with Mr. Baird's appointment as the Company's president and chief executive officer, the Company entered into an employment agreement with Mr. Baird (the "Baird Employment Agreement") effective as of the date of the Closing. Under the Baird Employment Agreement, the Company will provide Mr. Baird with: (i) an initial annual base salary of $575,000, (ii) an annual target bonus of up to 55% of his base salary, and (iii) an initial equity grant of options to purchase 225,000 shares of the Company's common stock, which will vest as to 25% of the shares on March 15, 2025 and in thirty-six equal monthly installments thereafter. 


The Baird Employment Agreement provides that if Mr. Baird's employment is terminated by the Company without cause or for good reason upon a change in control of the Company, subject to the execution of a separation agreement, including a release of claims, Mr. Baird will receive a severance payment equal to 1.5 times his base salary.


The foregoing description of the Baird Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Baird Employment Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.2 and incorporated herein by reference.


Chief Financial Officer 


On January 29, 2024, the Board appointed Victoria Eatwell as the chief financial officer of the Company, effective as of the date of the Closing. Ms. Eatwell will also serve as the Company's principal financial officer and principal accounting officer. Ms. Eatwell, 38, has served as the Company's SVP of finance since November 2021. Previously, Ms. Eatwell served in various finance roles of increasing responsibility at bluebird bio, Inc. from April 2015 until November 2021.


There are no (i) family relationships, as defined in Item 401 of Regulation S-K, between Ms. Eatwell and any of the Company's executive officers or directors, or any person nominated to become a director or executive officer, (ii) arrangements or understandings between Ms. Eatwell and any other person pursuant to which Ms. Eatwell was appointed as chief financial officer, or (iii) transactions in which Ms. Eatwell has an interest requiring disclosure under Item 404(a) of Regulation S-K.


On January 29, 2024, in connection with Ms. Eatwell's appointment as the Company's chief financial officer, the Company entered into an employment agreement with Ms. Eatwell (the "Eatwell Employment Agreement") effective as of the date of the Closing. Under the Eatwell Employment Agreement, the Company will provide Ms. Eatwell with: (i) an initial annual base salary of $425,000, (ii) an annual target bonus of up to 40% of her base salary, and (iii) an initial equity grant of options to purchase 170,000 shares of the Company's common stock, which will vest as to 25% of the shares on March 15, 2025 and in thirty-six equal monthly installments thereafter. 


The Eatwell Employment Agreement provides that if Ms. Eatwell's employment is terminated by the Company without cause or for good reason upon a change in control of the Company, subject to the execution of a separation agreement, including a release of claims, Ms. Eatwell will receive a severance payment equal to her base salary.


The foregoing description of the Eatwell Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Eatwell Employment Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.3 and incorporated herein by reference.


Chief Scientific Officer Transition 


On January 30, 2024, the Company announced that Philip Gregory, the Company's chief scientific officer, would be leaving the Company upon closing of the Asset Sale to join Regeneron as head of its cell medicines business.


Lynch Board Resignation


On January 28, 2024, Daniel Lynch informed the Company of his intention to resign as a member of the Board, effective as of the date of the Company's 2024 annual meeting of stockholders. Mr. Lynch's decision to resign from the Board did not result from any disagreement with the Company on any matter relating to its operations, policies, or practices.