| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Chief Financial Officer
On September 23, 2024, Julie Feder notified Aura Biosciences, Inc. (the “Company”) of her departure from her role at the Company as an employee and Chief Financial Officer, effective as of October 25, 2024 (the “Transition Date”). Ms. Feder’s departure does not reflect any dispute or disagreement with the Company on any matter relating to its business or financial reporting.
Following the Transition Date, pursuant to a Resignation and Consulting Agreement with the Company, dated September 25, 2024 (the “Consulting Agreement”), Ms. Feder will provide consulting services to the Company beginning on the Transition Date through December 31, 2024. Pursuant to the Consulting Agreement, Ms. Feder will be entitled to continued vesting of her restricted stock units and stock options, subject to the terms and conditions of the Company’s 2018 Equity Incentive Plan and 2021 Stock Option and Incentive Plan (as applicable) and associated restricted stock unit award agreements and stock option agreements. In connection with Ms. Feder’s resignation, on September 26, 2024, the Company and Ms. Feder entered into a Transition and Release Agreement (the “Transition Agreement”), which will become effective on the Transition Date. The Transition Agreement provides that Ms. Feder will receive continued salary through the Transition Date subject to Ms. Feder’s performance of certain Transition Services (as defined in the Transition Agreement).
Subject to entering into a release of claims in favor of the Company, under the Transition Agreement, Ms. Feder will be entitled to receive (i) severance pay equal to continuation of her annual base salary for ten months and (ii) subject to Ms. Feder’s timely election to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and copayment of premium amounts at the applicable active employees’ rate, a monthly payment equal to the amount that the Company would have paid to provide health insurance to Ms. Feder until the earlier of nine months, eligibility for medical care coverage through other employment or termination of eligibility under COBRA. The Transition Agreement also includes customary confidentiality and non-disparagement provisions.
The foregoing descriptions of the Consulting Agreement and the Transition Agreement do not purport to be complete and are qualified in their entirety by the full text of the Consulting Agreement and the Transition Agreement, respectively, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2024.
Appointment of Interim Principal Financial Officer and Interim Principal Accounting Officer
On September 25, 2024, the Board of Directors of the Company (the “Board”) designated Amy Elazzouzi, the Company’s Vice President, Finance, as the Company’s interim principal financial officer and interim principal accounting officer, in each case, effective on the Transition Date, to serve in such roles during the pendency of the Company’s search for a new Chief Financial Officer.
Ms. Elazzouzi, age 51, has served in her current position at the Company since January 2020 and previously served as the Company’s Corporate Controller from September 2015 to January 2020. Prior to joining the Company, Ms. Elazzouzi served as Director of Finance and Operations at KEW Group, Inc. and Controller at AVEO Pharmaceuticals, Inc. Ms. Elazzouzi received an MBA from Northeastern University and a BA from Regis College.
In connection with her appointment as the Company’s interim principal financial officer and interim principal accounting officer, the Compensation Committee of the Board increased Ms. Elazzouzi’s annual base salary to $360,000, effective on the Transition Date. Following the end of each calendar year, Ms. Elazzouzi is eligible to receive a discretionary annual performance bonus with a target of 30% of her annual base salary based upon the Board’s assessment of the Company’s achievement of its performance goals, Ms. Elazzouzi’s performance of her individual goals, and Ms. Elazzouzi’s continued employment with the Company.