Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
On February 12, 2025, Cidara Therapeutics, Inc. (the “Company”) and Preetam Shah, Ph.D., MBA., the Company’s Chief Financial Officer, principal financial officer and principal accounting officer, mutually agreed to Dr. Shah’s separation from such roles with the Company, effective February 24, 2025 (the “Separation Date”), in order for Dr. Shah to pursue other professional opportunities.
The terms of Dr. Shah’s separation from the Company have been memorialized in a Separation Agreement, dated February 14, 2025 (the “Separation Agreement”). Pursuant to the Separation Agreement, Dr. Shah will be entitled to (i) payment of nine months of salary, less all lawful and authorized withholdings and deductions, (ii) payment of the annual bonus for fiscal year 2024 as determined by the Compensation and Human Capital Committee of the Board of Directors of the Company (the “Board”), less all lawful and authorized withholdings and deductions and (iii) reimbursement for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for a period of up to 15 months following the Separation Date. In exchange for the consideration provided to Dr. Shah in the Separation Agreement, Dr. Shah agreed to waive and release any claims in connection with Dr. Shah’s employment and separation from the Company. In addition, Dr. Shah has agreed to serve as a consultant to the Company for at least the six-month period following the Separation Date, and his Company equity awards will continue to vest during such period of services.
The foregoing description of the material terms of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
(c)
On February 14, 2025, the Board appointed Frank Karbe, 56, as the Company’s Chief Financial Officer (including as its principal financial officer and principal accounting officer), effective as of Mr. Karbe’s employment start date, which is expected to be February 24, 2025.
Prior to joining the Company, Mr. Karbe served as President & Chief Executive Officer at Better Therapeutics, Inc., a company developing digital therapeutics to treat cardiometabolic diseases like heart disease and type 2 diabetes, from July 2022 to May 2024. Previously, he was Principal Financial and Accounting Officer of Myovant Sciences, Inc., a publicly traded biopharmaceutical company, from September 2016 to August 2021. Mr. Karbe was appointed as Myovant’s Chief Financial Officer in April 2017 and was subsequently appointed as President and Chief Financial Officer in February 2020. Mr. Karbe has served as a director of Phathom Pharmaceuticals, Inc., publicly traded biopharmaceutical company, since April 2022. He received his Diplom Kaufmann from the WHU-Otto Beisheim Graduate School of Management, Koblenz, Germany.
In connection with his appointment, the Company entered into an employment agreement with Mr. Karbe that will govern the terms of his employment with the Company (the “Employment Agreement”). The Employment Agreement provides that Mr. Karbe will receive an annual base salary of $525,000, less payroll deductions and withholdings, and will be eligible to receive an annual performance bonus with a target bonus percentage equal to 40% of his base salary. Mr. Karbe will also be entitled to receive a one-time signing bonus of $50,000, less payroll deductions and withholdings. The Employment Agreement provides that the Company will grant Mr. Karbe an option to purchase 115,000 shares of the Company’s common stock and a restricted stock unit for 57,500 shares of the Company’s common stock. In addition, Mr. Karbe is entitled to severance benefits upon a termination of his employment without “cause” or his resignation for “good reason” (each as defined in the Employment Agreement), including continued payment of base salary for nine months and payment of his group health insurance premiums for up to nine months. In addition, if Mr. Karbe’s employment is terminated without “cause” or he resigns for good reason within three months prior to or 12 months following a change in control, then he will be entitled to receive continued payment of base salary for 12 months, payment of his group health insurance premiums for up to 12 months, a pro-rated annual performance bonus and full accelerated vesting of any unvested equity awards. Mr. Karbe may also be entitled to receive tax gross up payments in the event any payments made in connection with a change in control are subject to the excise taxes imposed by Sections 280G and 4999 of the Internal Revenue Code. Mr. Karbe will also enter into the Company’s standard form of indemnification agreement for its directors and executive officers.
There are no family relationships between Mr. Karbe and any of the Company’s current or former directors or executive officers. Mr. Karbe has no direct or indirect material interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended. In addition, there are no arrangements or understandings between Mr. Karbe and any other person pursuant to which he was selected to his roles with the Company.