UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Separation Agreement with R.A. Session II
On December 16, 2022 (the “Separation Date”), R.A. Session II, the former President and Chief Executive Officer of the Company, resigned from his operating role, effective immediately. At such time, Mr. Session remained a member of the Board. In connection with his resignation, Mr. Session and the Company entered into the Separation Agreement, dated as of March 7, 2023, providing for the terms of Mr. Session’s separation from employment with the Company. Under the Separation Agreement, the Company has agreed, provided that Mr. Session does not revoke the Separation Agreement during the seven-day period following his signing of the agreement, to provide Mr. Session with the following separation payments and benefits: (i) salary continuation payments, in an aggregate amount equal to his annualized base salary as of the Separation Date payable on the Company’s regular payroll commencing on the first payroll run occurring on or after March 15, 2023, and continuing for 12 months thereafter, less all applicable taxes and withholdings; and (ii) subject to Mr. Session’s election of COBRA, payment of the premiums for group health and/or dental insurance coverage under COBRA until the earlier of (a) December 31, 2023, (b) the date on which Mr. Session becomes eligible to receive group health insurance coverage through another employer, or (c) the date Mr. Session to be eligible for COBRA continuation coverage for any reason. The Separation Agreement contains mutual releases, subject to customary exceptions, and mutual covenants not to disparage.
In connection with Mr. Session’s execution of the Separation Agreement, on March 7, 2023 the Compensation Committee of the Board (the “Compensation Committee”) awarded Mr. Session vested restricted stock units in respect of 251,296 shares of the Company’s common stock, which replaced a prior stock option award of 199,500 shares that were canceled, representing Mr. Session’s annual incentive compensation bonus for 2021 performance approved in the discretion of the Compensation Committee.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which will be filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Resignation of R.A. Session II from the Board
On March 2, 2023, Mr. Session notified the Board of his resignation from the Board and all committees thereof effective immediately. Mr. Session’s decision to leave the Board was not the result of any disagreement between the Company and Mr. Session on any matter relating to the Company’s operations, policies or practices.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Taysha Gene Therapies, Inc. | ||||||
| By: | /s/ Kamran Alam | |||||
| Date: March 8, 2023 | Kamran Alam | |||||
| Chief Financial Officer | ||||||