SQZ Biotechnologies Co appointed new CEO

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


In connection with the Workforce Reduction, on October 3, 2023, the Company and each of Howard Bernstein, Ph.D., Interim Chief Executive Officer of the Company, Richard Capasso, Chief Accounting Officer of the Company, Marshelle Smith Warren, M.D., Chief Medical Officer of the Company, and Lawrence Knopf, General Counsel of the Company (collectively, the "Executive Officers") entered into a transition agreement amending the terms of the Executive Officer's employment agreement with the Company. The transition agreements provide for an agreed employment termination date for the Executive Officers of November 15, 2023, subject to certain early termination events, and a reduction in the current annual base salaries and expected working time commitments of the Executive Officers effective October 3, 2023, as follows: 50% for Dr. Bernstein, 25% for Mr. Capasso, 75% for Dr. Warren and 50% for Mr. Knopf. 


Following their respective employment termination dates, the Executive Officers are expected to enter into consulting agreements with the Company under which they will perform consulting services on an as-needed basis for an hourly consulting fee of $350 for Dr. Bernstein, $250 for Mr. Capasso; $275 for Dr. Warren and $300 for Mr. Knopf. 


Under each Executive Officer's transition agreement, if the Executive Officer remains employed through the first of the Executive Officer's agreed employment termination date, the date of a change in control (within the meaning of the Executive Officer's employment agreement) of the Company, immediately prior to the commencement of a voluntary or involuntary insolvency proceeding of the Company under the U.S. Bankruptcy Code (or similar law) or the Company's earlier termination of the Executive Officer's employment other than for cause (within the meaning of the Executive Officer's employment agreement), then, , the Executive Officer will be released from an obligation, in certain circumstances, to repay the retention recognition bonus awarded on July 10, 2023 and, if a change in control occurs prior to the Executive Officer's employment termination date or within the 3-month period thereafter and subject to the Executive Officer signing on or before the 45th day following the Separation Date, and not revoking, a general release of claims and the Executive Officer's continued compliance with the Executive's Officer's restrictive covenant obligations to the Company, the Executive Officer will be entitled to a payment equal to 25% of the Executive Officer's average annual base salary in effect immediately prior to October 3, 2023 plus 25% of the Executive Officer's target annual bonus amount in effect immediately prior to October 3, 2023. The foregoing termination rights supersede in their entirety the severance payments and benefits provisions of the Company's employment agreements with the Executive Officers.