UNITED STATES
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WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 7, 2021, Alector, LLC, a subsidiary of Alector, Inc. (collectively, the “Company”) entered into an agreement (the “Transition Agreement”) with Shehnaaz Suliman, the Company’s President and Chief Operating Officer, setting forth the terms of Dr. Suliman’s voluntary transition from the Company. Dr. Suliman will continue to serve in her role at the Company from September 7, 2021 to her expected departure date on December 31, 2021 (the “Transition Period”). During the Transition Period, Dr. Suliman’s compensation and benefits will continue on her current terms. In addition, if the Company terminates Dr. Suliman’s employment without “cause” during the Transition Period (as “cause” is defined in the Transition Agreement), Dr. Suliman will receive her compensation through the end of the Transition Period. The Transition Agreement provides for a reaffirmation of Dr. Suliman’s obligations under her employee inventions and proprietary rights assignment agreement.
In addition, on September 7, 2021, the Company entered into a letter agreement (the “Letter Agreement”) with Robert Paul, the Company’s Chief Medical Officer, setting forth the terms of Dr. Paul’s voluntary transition from the Company. Dr. Paul will serve in his role as a part-time employee of the Company from October 11, 2021 to his expected departure date on December 31, 2021 (the “Part-Time Period”). As a part-time employee, Dr. Paul will work eight hours per week during the Part-Time Period, with his cash compensation composed of a weekly salary equal to $1,730, representing the pro rata amount of his current cash compensation for such part-time obligation. In addition, Dr. Paul will continue health benefits with the Company until October 31, 2021. The Letter Agreement provides for a reaffirmation of Dr. Paul’s obligations under his employee inventions and proprietary rights assignment agreement.
The foregoing descriptions of the Transition Agreement and the Letter Agreement are only summaries and are qualified by reference to the Transition Agreement, a copy of which is attached as Exhibit 10.1 hereto, and to the Letter Agreement, a copy of which is attached as Exhibit 10.2 hereto, both of which are incorporated by reference into this Item 5.02.
A copy of the Company’s press release announcing the foregoing leadership changes together with the appointment of an interim Chief Medical Officer is attached hereto as Exhibit 99.1.
The information included in the press release in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Transition Agreement, dated September 7, 2021, by and between Shehnaaz Suliman and Alector, LLC | |
| 10.2 | Letter Agreement, dated September 7, 2021, by and between Robert Paul and Alector, LLC | |
| 99.1 | Press Release regarding Leadership Changes, dated September 7, 2021 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
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 thereunto duly authorized.
| ALECTOR, INC. | ||||||
| Date: September 7, 2021 | By: | /s/ Arnon Rosenthal | ||||
| Arnon Rosenthal, Ph.D. | ||||||
| Co-founder and Chief Executive Officer | ||||||
Exhibit 10.1
TRANSITION AGREEMENT
This Transition Agreement (the “Transition Agreement”) is entered into by and between Alector, LLC (“Alector” or the “Company”) and Shehnaaz Suliman (“you” or “your”). The term “Party” or “Parties” as used herein shall refer to you, the Company, or both, as may be appropriate.
1. Separation Date. Your expected last day of employment with the Company is December 31, 2021, or a later date as mutually agreed upon and confirmed in writing by the Parties (the “Separation Date”). Between September 7, 2021 and the Separation Date (the “Transition Period”), you will remain an at-will employee of the Company; provided, however, that in the event your employment is terminated by the Company without Cause (as defined below) prior to December 31, 2021, you will, nonetheless, continue to receive the same Base Salary and benefits (as described in Sections 2 and 3 below) through December 31, 2021 and, in addition, will remain eligible to receive the same separation benefits in exchange for your execution of the Separation Agreement and Release (as described in Section 5 below). As used herein, “Cause” means any of the following, as determined in good faith by the Company’s Chief Executive Officer: (a) your inditement, conviction or guilty plea (including a plea of nolo contender) to a felony or any crime (whether or not a felony) involving moral turpitude, fraud, theft, breach of trust, embezzlement, conversion, or similar acts, whether of the United States or any state thereof or any similar foreign law to which you may be subject; (b) your continued refusal to follow any lawful, good faith material instructions from the Board or the Company after written notice from the Company and a reasonable opportunity to cure; (c) your willful act of material misappropriation, embezzlement, fraud or other willful, gross misconduct in the performance of your duties; (d) your use or abuse, of illegal drugs or alcohol that materially impairs your ability to perform your duties to the Company; or (e) your willful misconduct or grossly negligent violation of any material written rules, regulations, policies or procedures of the Company that have been made available to you in writing (including, without limitation, Exhibit A hereto) or any material law applicable to your work for the Company after written notice from the Company and, if curable, a reasonable opportunity to cure.
2. Compensation. During the Transition Period, you will continue to be paid your regular salary (i.e., $500,000 annually, less applicable taxes and deductions) (“Base Salary”) in accordance with the Company’s regular payroll practices.
3. Benefits. During the Transition Period, you will remain eligible for coverage under the Company’s benefit plans and arrangements, subject to all terms and conditions (including eligibility requirements) of such plans and arrangements. Notwithstanding the foregoing, your health insurance coverage will remain the same during your Transition Period. In addition, your Indemnification Agreement with the Company, dated as of December 9, 2019 (“Indemnification Agreement”), attached as Exhibit B will remain in full force and effect both during the Transition Period and thereafter in accordance with its existing terms. In addition, the Company will continue to maintain, at its sole expense, director and officer liability insurance covering you, to the same extent as the most favorably-insured persons under such policy or policies, both during the Transition Period and for so long thereafter as you may reasonably be subject to any claim, covering any acts or omissions in your capacity as an officer of the Company or any of its affiliates.
Such rights are in addition to, and exclusive of, any rights you may have to indemnification, insurance coverage, or exculpation under the Company’s Bylaws, Articles of Incorporation or other organizing documents or as otherwise provided by applicable law.
4. Voluntary Resignation. The Company will issue a public statement announcing your departure shortly after this Transition Agreement becomes effective, in accordance with the U.S. Securities and Exchange Commission Rules. The substance of the statement will advise the employees and the public that you are resigning from employment with the Company and the contents will be mutually agreed between you and the Company prior to any internal or external disclosure.
5. Separation Benefits. The Company will provide you with separation benefits in exchange for executing a standard release agreement (the “Separation Agreement and Release”). The Separation Agreement and Release will be separately set forth in writing. The Separation Agreement and Release is separate and distinct from this Transition Agreement and will be agreed to and signed at a later date. To be eligible for the separation benefits set forth in the Separation Agreement and Release, you must sign and return the Separation Agreement and Release on or within 21 days after your Separation Date and allow it to become effective.
6. No Actions or Claims. You represent that you do not currently have pending in your name any charges, complaints, grievances, arbitrations, lawsuits, or claims against the Company, with any local, state or federal agency, union or court. You represent that you have been paid all wages due and owing through the date you sign this Transition Agreement, and that you have been provided all leave requested.
7. Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Transition Agreement or the Separation Agreement and Release, you are not entitled to and will not receive, in connection with your separation of employment with the Company, any additional compensation, benefits or severance.
8. Expense Reimbursement. During the Transition Period, you agree to obtain advanced, written authorization from the Chief Executive Officer of Alector prior to incurring any travel or business-related expenses that exceed $1,000.00. You agree that on a date that is at least ten (10) days prior to your Separation Date you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred on behalf of the Company, if any, for which you seek reimbursement, along with applicable receipts. The Company will reimburse you for your business expenses pursuant to its regular business practice.
9. Confidentiality. You acknowledge and agree that nothing in this Transition Agreement in any way alters your post-employment obligations under the attached “At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement” signed by you on December 5, 2019 (attached as Exhibit A); provided, however, that for the avoidance of doubt, nothing in Exhibit A or any other agreement between the Parties prohibits use of general recruiting advertisements or search firm services which are not targeted at any specific employee, consultant or independent contractor of Company.
10. Entire Agreement and Law Governing Agreement. This Transition Agreement along with the exhibits represent the entire agreement between both Parties related to your transition from employment with the Company. No changes, alterations or deviation shall be recognized as valid unless such changes, alterations or deviations have been embodied in writing
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signed by both Parties. Each party to this Transition Agreement acknowledges that no representations, inducement, promises or agreements, oral or otherwise, with regard to the relationship between the Parties have been made by any party, or anyone acting on behalf or any party, which are not embodied herein and that no other agreement, statement or promise regarding performance of services not contained in this Transition Agreement shall be valid or binding. This Transition Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law rules.
11. Return of Company Property. At the expiration of the Transition Period, you agree to return all of Alector’s documents and property in your possession including, but without limitation, all Electronic Media Systems and Electronic Media Equipment as defined in Exhibit A, including any and all computers, laptops, computer/laptop accessories, external storage devices, thumb drives, mobile devices (including but not limited to smart phones, tablets and e-readers), telephone equipment, and other electronic media devices. You also acknowledge your agreement under Exhibit A that anything you created or worked on for the Company while working for the Company belongs solely to the Company and you have not and will not remove or retain such property, including but not limited to notes, reports, files, memoranda, or records. Likewise, you confirm your agreement herein that you will not copy, delete, or alter any information, including personal information voluntarily created or stored, contained in Company Electronic Media Equipment before you return the information to the Company. You also affirm that you will return all cardkey/badge passes, door and file keys, safe combinations, computer access codes, disks and instructional or personnel manuals, and other physical or personal property that you received or prepared or helped to prepare in connection with your employment with Alector (“Company Property”).
12. Confidential Information. You acknowledge and agree that in the course of your employment with Alector, you have acquired: (i) confidential information including without limitation information received by the Company from third-parties, under confidential conditions; (ii) other technical, product, business, financial, or development information from the Company, the use or disclosure of which reasonably might be construed to be contrary to the interest of the Company; or (iii) any other proprietary information or data, including but not limited to client lists, which you may have acquired during your employment, including all Company Property or Company Confidential Information as defined in Exhibit A (hereafter collectively referred to as “Company Information”). You understand and agree that such Company Information was disclosed to you in confidence and for use only by Alector. You understand and agree that you: (i) will keep such Company Information confidential at all times, (ii) will not disclose or communicate Company Information to any third-party, and (iii) will not make use of Company Information on your own behalf, or on behalf of any third-party. In view of the nature of your employment and the nature of Company Information you received during the course of your employment, you agree that any unauthorized disclosure to third-parties of Company Information or other violation, or threatened violation, of this Transition Agreement would cause irreparable damage to the confidential or trade secret status of Company Information and to Alector and that, therefore, Alector, and each person constituting Alector hereunder, shall be entitled to seek an injunction prohibiting you from any such disclosure, attempted disclosure, violation, or threatened violation. Notwithstanding the above or any provisions in Exhibit A, nothing prohibits you from providing truthful testimony or otherwise responding accurately and fully to any question, inquiry or request for information or disclosure of documents when required by legal process, subpoena, notice, court order or law (including, without limitation, in any criminal, civil, or regulatory proceeding or investigation), or as necessary in any legal dispute with the Company.
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IN WITNESS WHEREOF, the Parties hereto knowingly and voluntarily executed this Transition Agreement as of the date set forth below:
| Executed on September 3, 2021 | /s/ Shehnaaz Suliman | |||||
| Shehnaaz Suliman | ||||||
| ALECTOR, LLC | ||||||
| Executed on September 7, 2021 | By: | /s/ Clare Hunt | ||||
| Clare Hunt | ||||||
| Head of People | ||||||
Attachments:
Exhibit A: At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement and attached exhibits
Exhibit B: Indemnification Agreement
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Exhibit 10.2
September 3, 2021
Re: Confirmation of Agreement to Separate Employment
VIA EMAIL & REGULAR MAIL
Robert Paul
| Re: | Confirmation of Mutual Agreement to Separate Employment |
Dear Robert:
This letter confirms your decision to voluntarily resign from Alector, LLC (the “Company”) on December 31, 2021, unless extended in writing by mutual agreement of the parties hereto (the “Separation Date”). The purpose of this letter is to confirm our mutual understanding regarding your separation of employment.
| 1. | Part-Time Employment. Effective October 11, 2021 (the “Transition Date”), you intend to transition from full-time employment to part-time employment until your Separation Date (the “Transition Period”). As a part-time employee, you will work eight (8) hours per week. During the Transition Period, you will remain an at-will employee of the Company. |
| 2. | Compensation. During the Transition Period, the Company will pay you a weekly salary equal to One Thousand, Seven Hundred, Thirty Dollars and Seventy-Seven Cents ($1,730.77) less applicable deductions and withholdings, paid in accordance with the Company’s regular payroll process. Your weekly compensation represents eight (8) hours of your regular annual gross salary in effect as of the Transition Date (i.e., $450,000 annually) pro-rated to $216.35 per hour. Your compensation during the Transition Period will total Twenty Thousand, Seven Hundred, Sixty-Nine Dollars and Twenty-Three Cents ($20,769.23). |
| 3. | Health Insurance. Your health benefits will end on October 31, 2021. During the Transition Period and thereafter, you (and your qualified beneficiaries) shall be eligible to continue to receive health, dental, and vision insurance benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), subject to the time limits provided for by COBRA. If you properly and timely elect to continue medical, dental, and vision coverage under the Company’s group health plan in accordance with the continuation requirements of COBRA, the Company will reimburse you for the cost of the premiums for such coverage in an amount equal to |
| Two Thousand, Seven Hundred, Twelve Dollars and Ten Cents ($2,712.10), for the period from November 1, 2021 through December 31, 2021. Following the Transition Period, you shall be entitled to continue such COBRA coverage for the remainder of the COBRA period at your own expense, pursuant to the terms of COBRA. |
| 4. | Equity. You acknowledge that you have the following outstanding equity awards: (i) 12,316 incentive stock options pursuant to the July 2, 2018 stock option agreement (original grant of 61,270 shares), (ii) 68,684 non-qualified stock options pursuant to the July 2, 2018 stock option agreement (original grant of 288,730 shares), (iii) 31,250 non-qualified stock options pursuant to the November 6, 2018 stock option agreement (original grant of 100,000 shares), (iv) 5,830 incentive stock options pursuant to the November 6, 2019 stock option agreement, (v) 78,620 non-qualified stock options pursuant to the November 6, 2019 stock option agreement (original grant of 144,170 shares), (vi) 9,766 incentive stock options pursuant to the October 1, 2020 stock option agreement, (vii) 99,923 non-qualified stock options pursuant to the October 1, 2020 stock option agreement, (viii) 30,000 performance stock units pursuant to the May 7, 2021 restricted stock agreement, and (ix) 30,000 performance stock units pursuant to the May 7, 2021 restricted stock agreement (the “Grants”). The Grants were issued to you under the Company’s 2017 Equity Incentive Plan and 2019 Equity Incentive Plan (the “Plans”) and shall remain subject to the Plans and the award agreements issued thereunder. |
You shall continue to vest in the Grants during the Transition Period in accordance with the Grants’ regular vesting schedules. You acknowledge and affirm that the vesting of the Grants will cease on the Separation Date. Pursuant to the terms of the Plans and the award agreements, you acknowledge and agree that you shall have three (3) months following your Separation Date to exercise all vested options under the Grants; following the expiration of three (3) months following your Separation Date, all vested, but unexercised, options under the Grants shall be forfeited and you shall have no further right, title, or interest in the vested options. You further acknowledge that any unvested options and any unreleased performance stock units under the Grants shall terminate and be forfeited immediately upon the Separation Date, pursuant to the terms and conditions of the Plans and the award agreements for the Grants.
| 5. | Paid Time Off. You will continue to accrue paid time off (“PTO”) benefits through your Separation Date in accordance with the Company’s PTO policies. |
| 6. | Employment Termination. Nothing in this Agreement shall be deemed to affect or modify your at-will employment status as set forth in your April, 29, 2016 Offer Letter permitting the Company to terminate your employment with or without cause and with or without notice prior to the Separation Date. |
| 7. | Confidentiality. You acknowledge and agree that nothing in this Agreement in any way alters your post-employment obligations under the attached “At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement” signed by you on September 13, 2017 (attached as Exhibit A). |
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Please let me know if you have any questions or if this does not accurately reflect our mutual agreement.
| By: | /s/ Clare Hunt | |
| Name: Clare Hunt | ||
| Title: Head of People |
| UNDERSTOOD AND AGREED: | ||
| Signature: | /s/ Robert Paul | |
| Name: Robert Paul | ||
| Date: September 7, 2021 | ||
Enclosures:
Exhibit A: At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement
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Exhibit 99.1
|
NEWS RELEASE |
Alector Provides Executive Leadership Update
Planned Transitions Announced for Shehnaaz Suliman, M.D., MBA, MPhil, President and Chief
Operating Officer and Robert Paul, M.D., Ph.D., Chief Medical Officer
Sam Jackson, M.D., MBA, Appointed Interim Chief Medical Officer
South San Francisco, California, September 7, 2021 — Alector, Inc. (Nasdaq: ALEC), a clinical-stage biotechnology company pioneering immuno-neurology, today announced that Shehnaaz Suliman, M.D., MBA, M.Phil., and Robert Paul, M.D., Ph.D., will be stepping down from their respective roles as President and Chief Operating Officer and Chief Medical Officer. Each will continue to serve for a transition period and plan to remain available as advisors until the end of 2021. Sam Jackson, M.D., MBA, Senior Vice President, Clinical Sciences, will assume the role of interim Chief Medical Officer. Dr. Jackson is an established leader with more than 15 years of experience leading clinical development functions. He joined Alector in 2020 and among his primary responsibilities is the development of AL001, which is currently in Phase 3 clinical testing for the treatment of frontotemporal dementia.
“Shehnaaz and Robert’s contributions, including recruiting strong senior leaders such as Sam, have transformed Alector into a leading, well resourced, immuno-neurology drug developer, with one of the deepest and most advanced pipelines of neurodegenerative therapeutic candidates in industry. On behalf of the Alector team and board, we are grateful for their leadership and I am confident that they will excel in their future endeavors,” said Arnon Rosenthal, Ph.D., Alector’s co-founder and Chief Executive Officer. “I am looking forward to the next phase of Alector’s growth; with a solid foundation and resources in place, we are well positioned to advance our clinical-stage programs as well as our pipeline of preclinical immuno-neurology and innate immuno-oncology candidates.”
Alector is currently conducting six clinical studies for four clinical-stage immune-neurology candidates, with plans to advance a new candidate for neurodegenerative diseases and two immune-oncology candidates into the clinic in 2022.
Dr. Suliman joined Alector in 2019 and provided strategic and operational leadership while overseeing the company’s early development, portfolio, business development, finance, investor relations, legal and administrative functions.
“It has been my privilege to work alongside Arnon and our colleagues to drive significant value and substantial growth during my time at Alector,” said Dr. Suliman. “The company is well positioned to succeed, and I am looking forward to pursuing a future chief executive leadership role with a focus on advancing groundbreaking scientific insights into viable treatments that can improve patient’s lives.”
Robert Paul joined Alector in 2016 and has been responsible for advancing all four of Alector’s immuno-neurology programs into the clinic and laying the foundation for the company’s overarching development strategy, which includes taking a portfolio approach and leveraging biomarkers to inform clinical studies and efficient go/no go decisions.
“By bringing four drug candidates into the clinic and advancing AL001 to Phase 3 in under two years we have achieved more in the time that I have been with Alector than I ever expected,” said Dr. Paul. “With multiple candidates currently in all phases of development, more data on the horizon, and emerging programs preparing to enter the clinic, I am excited and optimistic about Alector’s future.”
About Dr. Jackson
Sam Jackson, M.D., MBA, joined Alector as the Senior Vice President of Clinical Development in 2020 bringing more than 15 years of industry experience leading clinical development for novel neurologic, immunologic and ophthalmic programs. At Alector, Dr. Jackson oversees the Clinical Operations and Neurology Clinical Science groups developing Alector’s immuno-neurology therapies for frontotemporal dementia, Alzheimer’s disease and other neurodegenerative conditions.
Among his industry experiences prior to Alector, Dr. Jackson served as the Chief Medical Officer of Alkahest where he helped to build the clinical organization and designed and initiated four Phase 2 trials in neurological and ophthalmologic diseases. Earlier, he was Executive Director, Clinical Development and Drug Safety at Dynavax Technologies where he ran the pivotal Phase 3 trial that resulted in product approval for HEPLISAV-B™. Before joining Dynavax, Dr. Jackson held positions of increasing responsibility at Genentech, serving as Project Team Leader where he was responsible for the development and strategic decision making for a clinical-stage ophthalmology program. Dr. Jackson started his industry career at Amgen with a focus on safety and pharmacovigilance. He is a board-certified emergency physician with fellowship training in Medical Toxicology. Dr. Jackson received his joint M.D. and MBA degrees from the University of Pennsylvania where he was a 21st Century Scholar.
About Alector
Alector is a clinical-stage biotechnology company pioneering immuno-neurology, a novel therapeutic approach for the treatment of neurodegenerative diseases. Immuno-neurology targets immune dysfunction as a root cause of multiple pathologies that are drivers of degenerative brain disorders. Alector has discovered and is developing a broad portfolio of innate immune system programs, designed to functionally repair genetic mutations that cause dysfunction of the brain’s immune system and enable the rejuvenated immune cells to counteract emerging brain pathologies. Alector’s immuno-neurology product candidates are supported by biomarkers and target genetically defined patient populations in frontotemporal dementia and Alzheimer’s disease. This scientific approach is also the basis for the company’s immuno-oncology programs. Alector is headquartered in South San Francisco, California. For additional information, please visit www.alector.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from current expectations and beliefs, including but not limited to risks and uncertainties related to market conditions, Alector and its business as set forth in Alector’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 3, 2021, as well as the other documents Alector files from time to time with the SEC. These documents contain and identify important factors that could cause the actual results for Alector to differ materially from those contained in Alector’s forward-looking statements. Any forward-looking statements contained in this press release speak only as of the date hereof, and
Alector specifically disclaims any obligation to update any forward-looking statement, except as required by law.
Alector Contacts
Michelle Corral VP, Communications and Investor Relations
650-808-7016
michelle.corral@alector.com
1AB (media)
Dan Budwick
973-271-6085
dan@1abmedia.com
Argot Partners (investors)
Laura Perry/Eric Kasper
Argot Partners
212.600.1902
alector@argotpartners.com