| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Chief Financial Officer and Principal Financial and Accounting Officer
As previously reported, on December 12, 2022, the Board of Directors of Adverum Biotechnologies, Inc. appointed Linda Rubinstein as Adverum’s Chief Financial Officer. Ms. Rubinstein also serves in the roles of Principal Financial Officer and Principal Accounting Officer of Adverum. Ms. Rubinstein has been serving in these roles and providing consulting services to Adverum pursuant to the Confidential Consulting Agreement between Adverum and FLG Partners, LLC.
On August 3, 2023, Ms. Rubinstein and Adverum entered into an employment offer letter (the “Offer Letter”). Pursuant to the terms of the Offer Letter, Ms. Rubinstein will receive the following compensation: (a) an annual base salary of $485,000 commencing on August 3, 2023 (the “Commencement Date”); an annual bonus, with a target amount of 40% of her base salary; and (c) an option to purchase 850,000 shares of Adverum common stock (the “Option”) with an exercise price per share equal to the closing price of Adverum common stock on The Nasdaq Capital Market on the date of grant, which shall vest as to 25% of the shares on the sixth (6th) month following the Commencement Date, with 17,708.33 shares vesting monthly thereafter for the next 36 months.
Ms. Rubinstein, age 57, has served as Adverum’s Chief Financial Officer since December 12, 2022. Since 2010, Ms. Rubinstein has served, and will continue to serve, as a Partner at FLG Partners, LLC, a chief financial officer and board advisory services firm, where she assists clients with strategic planning, executes financing transactions, creates business plans and develops corporate and investor positioning. During the previous five years, Ms. Rubinstein has served as consulting chief financial officer or financial advisor to multiple biotech companies, including Alector, Apexigen, ArmaGen, Five Prime Therapeutics, Kezar Life Sciences, Medikine, RenovoRx and Sublimity Therapeutics. Ms. Rubinstein also serves on the board of directors of Biocept. Ms. Rubinstein earned a B.A. and an M.A. from the University of California, Los Angeles.
Adverum and Ms. Rubinstein entered into Adverum’s standard form of Change in Control and Severance Agreement (the “Severance Agreement”) pursuant to which, among other things, in the event Adverum terminates Ms. Rubinstein’s employment other than for “cause” or Ms. Rubinstein resigns her employment due to the occurrence of a “constructive termination” (as those terms are defined in the agreement, a “Covered Termination”), Ms. Rubinstein will receive severance benefits as follows: (a) if the Covered Termination occurs during the period beginning three (3) months prior to and ending twelve (12) months after, a Change in Control of Adverum (“Change in Control Period”), Ms. Rubinstein will receive cash severance of twelve (12) months base salary, full vesting of her equity awards, and twelve (12) months healthcare premium coverage; (b) if Ms. Rubinstein experiences a Covered Termination other than during a Change in Control Period, Ms. Rubinstein will receive cash severance of nine (9) months base salary and nine (9) months healthcare premium coverage; or (c) if, during the first year of Ms. Rubinstein’s employment with the Company, Ms. Rubinstein experiences a Covered Termination other than during a Change in Control period, Ms. Rubinstein will receive cash severance of three (3) months base salary and three (3) months healthcare premium coverage. These severance payments are subject to reduction in the event that such a reduction would result in a best after-tax outcome for Ms. Rubinstein.