Vaxart, Inc. appointed Dr. Finney as new CEO

Item 5.02

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



 
Resignation of Mr. Floroiu as President, Chief Executive Officer, and Member of the Board of Directors

 

On January 15, 2024 (the "Separation Date"), Andrei Floroiu resigned (i) as President and Chief Executive Officer of the Company, and (ii) as a member of the Company's Board of Directors (the "Board"). The Company is conducting a search for Mr. Floroiu's successor as Chief Executive Officer.

 

The Company anticipates it will enter into a separation agreement (the "Separation Agreement") with Mr. Floroiu, which will include the compensation to be granted to him regarding his separation from the Company. The Company intends to disclose the material terms of the Separation Agreement, as required by applicable law, at a later date after those agreements have been finalized and executed.

 

Appointment of Dr. Finney as Interim Chief Executive Officer

 

On January 16, 2024, the Board announced that, effective as of January 16, 2024, the current Chair of the Board, Michael J. Finney, Ph.D, has been appointed as Interim Chief Executive Officer of the Company. Dr. Finney will also serve as the Company's principal executive officer and will continue to serve on the Board while serving as Interim Chief Executive Officer.

 

Dr. Finney, age 65, has served as a member of the Board since February 2018 and as Chair of the Board since March 2023. The information required by Items 401(b), (d), and (e) and Item 404(a) of Regulation S-K regarding Dr. Finney was previously reported in the Company's Definitive Proxy Statement filed with the SEC on April 28, 2023 and is incorporated by reference herein.

 

In connection with his appointment as Interim Chief Executive Officer of the Company, Dr. Finney entered into a letter agreement with the Company, dated as of January 16, 2024 (the "Letter Agreement"). Pursuant to the Letter Agreement, Dr. Finney will hold the title of Interim Chief Executive Officer, in addition to his current duties as a Board member until the termination of his employment by the Board or by himself. In connection with his appointment, Dr. Finney will receive a base salary of $595,000 per year and his target bonus opportunity will equal 50% of his base salary (with any bonus earned for a partial year of service pro-rated). Dr. Finney will not participate in any other welfare or benefit plans or in any severance plans or programs applicable to senior executives generally. Dr. Finney will not receive any non-employee director cash or equity retainers or other compensation under the Company's director compensation program for his services as a director while he is serving as Interim Chief Executive Officer.

 

There is no arrangement or understanding between Dr. Finney and any other person pursuant to which he was selected as an officer of the Company and there are no family relationships between Dr. Finney and any of the Company's directors or executive officers. There are no transactions to which the Company is a party and in which Dr. Finney has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

 

The foregoing descriptions of the Letter Agreement is qualified in its entireties by reference to the full text of the agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.

 

Appointment of Dr. Wheadon as Lead Director

 

On January 15, 2024 David Wheadon, M.D. was appointed to serve as Lead Director of the Board and will receive an annual cash retainer equal to $25,000 for such service (pro-rated for partial years), in addition to the compensation provided under the Non-Employee Director Compensation Program.