SYROS PHARMACEUTICALS, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Published: 2021-10-13 16:03:06 ET SYRS

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;

On October 12, 2021, we announced the hiring and appointment of Jason Haas as the Chief Financial Officer of Syros Pharmaceuticals, Inc. (the "Company"), effective immediately.

Mr. Haas, age 54, most recently served as Co-Head of Americas, Healthcare Investment Banking at Barclays from June 2016 to October 2021. Previously, he served as Head of Americas, Healthcare Investment Banking at Deutsche Bank from 2012 to June 2016. Prior to his role at Deutsche Bank, he was a Managing Director on the Healthcare Investment Banking team at Goldman Sachs & Co. Mr. Haas holds an M.B.A in Finance from Columbia Business School and a B.A in International Relations and Economics from Colgate University.

We entered into an offer letter (the "Offer Letter") with Mr. Haas in connection with his appointment as Chief Financial Officer. Under the offer letter, which is effective October 12, 2021, Mr. Haas will receive an annual salary of $440,000 and he will be eligible to participate in our annual bonus program, with a target bonus of 40% of his base salary.

In addition, the Offer Letter provides that, as a material inducement to Mr. Haas to enter into employment with the Company, and subject to approval by the Board of Directors or its designee, Mr. Haas will be granted a nonstatutory stock option to purchase 750,000 shares of the Company's Common Stock, $0.001 par value per share (the "Common Stock"), as an inducement grant outside of the Company's 2016 Stock Incentive Plan pursuant to Nasdaq Listing Rule 5635(c)(4) (the "Inducement Award"), with an exercise price per share equal to the closing price per share of the Common Stock on the Nasdaq Global Select Market on the grant date. The Inducement Award will vest as to 25% of the shares underlying the stock option on October 12, 2022, with the remaining shares vesting ratably on a monthly basis over the following three years, subject to Mr. Haas's continued employment with the Company. The Board of Directors granted the Inducement Award with an exercise price equal to $4.54 per share, which was the closing price of the Common Stock, as reported by the Nasdaq Global Select Market, on October 12, 2021, the date of grant. Mr. Haas will also be eligible to receive such future long-term incentive awards as the Board of Directors shall deem appropriate.

The Offer Letter also provides that if Mr. Haas's employment is terminated by us without cause, or by him with good reason, he will receive severance payments equal to his then-current monthly salary rate for nine months, subject to certain conditions, including the execution of a release of all claims against the Company. In addition, in the event of a change in control of the Company, all unvested stock options then held by Mr. Haas will vest in full 12 months after the change in control, or earlier if his employment is terminated by us without cause or by him for good reason in contemplation of, pursuant to or following a change in control. Mr. Haas will be eligible to participate in our 401(k) plan, health plans, and other benefits on the same terms as all of our other employees. The foregoing descriptions are qualified in their entirety by the full text of the Offer Letter and the form of nonstatutory stock option agreement for the Inducement Award, which are filed as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

We have also entered into an employee non-disclosure, assignment and non-solicitation agreement with Mr. Haas. Under this agreement, Mr. Haas has agreed (1) to protect our confidential and proprietary information, (2) to assign to us related intellectual property developed during the course of his employment, and (3) not to solicit our employees during his employment and for a period of one year after the termination of his employment.

Our certificate of incorporation permits us to indemnify our executive officers to the fullest extent permitted by Delaware law. On October 12, 2021, we entered into an indemnification agreement with Mr. Haas on terms identical to those entered into with the Company's other directors and executive officers. This indemnification agreement requires us, among other things, to advance expenses, including attorneys' fees, to our directors and executive officers in connection with an indemnification claim, subject to very limited exceptions.

There are no transactions between Mr. Haas and the Company and there is no arrangement or understanding between Mr. Haas and any other persons or entities pursuant to which Mr. Haas was appointed as an officer of the Company.

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Item 9.01 Financial Statements and Exhibits.

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