UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 July 1, 2022, upon recommendation of the Human Capital Management Committee (the “HCM Committee”), the Board of Directors (the “Board”) of Spero Therapeutics, Inc. (the “Company”) approved a cash and restricted stock unit (“RSU”) retention award for Ankit Mahadevia, M.D., Chief Executive Officer of the Company, and Satyavrat Shukla, Chief Financial Officer of the Company, consisting of the following:
| • | Subject to Dr. Mahadevia remaining actively employed with the Company through May 31, 2023, Dr. Mahadevia shall receive: (i) a cash bonus equal to $254,000 payable on November 30, 2022 and (ii) if certain performance criteria are achieved, a number of shares of common stock to be issued to him on May 31, 2023 having a value of $508,000 based on the common stock price at such time, subject to the discretion of the Board or the HCM Committee to pay in cash or a combination of cash and stock. |
| • | Subject to Mr. Shukla remaining actively employed with the Company through May 31, 2023, Mr. Shukla shall receive: (i) a cash bonus equal to $168,000 payable on November 30, 2022 and (ii) if certain performance criteria are achieved, a number of shares of common stock to be issued to him on May 31, 2023 having a value of $336,000 based on the common stock price at such time, subject to the discretion of the Board or the HCM Committee to pay in cash or a combination of cash and stock. |
The RSUs are eligible for vesting based on the achievement of certain performance criteria by May 31, 2023 relating to pipeline execution, business development, and financial stewardship. The RSUs will be subject to provisions of the executives’ employment agreements regarding acceleration of vesting in the event of certain termination events following a change in control only to the extent previously determined to be eligible for vesting as a result of achievement of the performance criteria. RSUs for which the performance criteria has not been achieved as specified by May 31, 2023 will lapse.
SIGNATURE
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.
| SPERO THERAPEUTICS, INC. | ||||||
| Date: July 1, 2022 | By: | /s/ Tamara Joseph | ||||
| Tamara Joseph | ||||||
| Chief Legal Officer | ||||||