Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective as of January 10, 2022 (the "Effective Date"), Protara Therapeutics,
Inc. (the "Company") appointed Jathin Bandari, M.D. as Chief Medical Officer of
the Company. Dr. Bandari joined Protara in April 2020, serving as Senior
Director of Strategy and Innovation, Executive Director of Clinical Development,
Vice President, Head of Clinical Development, and most recently as Interim Chief
Medical Officer. In 2020, Dr. Bandari joined the University of Rochester as
Assistant Professor of Urology where he specialized in both minimally invasive
urologic oncology and advanced open pelvic retroperitoneal cancer surgery, and
where he maintains a faculty appointment. Dr. Bandari received his M.D. from
Johns Hopkins University and from 2012 to 2018 he completed his urology
residency at University of Pittsburgh Medical Center. Following residency, he
completed a Society of Urologic Oncology fellowship at the University of
Pittsburgh Medical Center where he was a clinical instructor from 2018 to 2020.
He is an active member of the American Urological Association, Society of
Urologic Oncology, American Society of Clinical Oncology, and Southwest Oncology
Group. He has over 50 publications, national speakerships, textbooks, and
grants.
In connection with Dr. Bandari's appointment as the Chief Medical Officer, the
Company and Dr. Bandari entered into an Executive Employment Agreement,
effective as of the Effective Date. Pursuant to the terms of his Executive
Employment Agreement, Dr. Bandari is entitled to an initial annual base salary
of $415,000 per year, and an annual discretionary cash bonus of 40% of Dr.
Bandari's then-current base salary.
Dr. Bandari's Executive Employment Agreement also provides that, subject to
approval by the Board of Directors of the Company (the "Board") (or a committee
thereof), Dr. Bandari shall be granted (i) a stock option to purchase 81,000
shares of the Company's common stock with an exercise price per share equal to
the closing price per share on the grant date and (ii) a restricted stock unit
award in respect of 13,500 shares of the Company's common stock. Such stock
option is subject to a four-year vesting schedule with 25% of the shares subject
to the option vesting on the first anniversary of the grant date and the balance
of the shares vesting in equal monthly installments over the subsequent 36
months of continuous service thereafter. The shares of common stock underlying
the restricted stock unit award will vest in one-third installments annually on
each of the first, second and third anniversaries of the grant date. Such awards
will be granted under the Company's Amended and Restated 2014 Equity Incentive
Plan or such other plan or arrangements the Company may have in effect from time
to time, as approved by the Board (or a committee thereof) in its sole
discretion.
Under the terms of his Executive Employment Agreement, if Dr. Bandari is
terminated by the Company without cause or resigns for good reason, he is
entitled to receive (i) payment of his then-current base salary through the
effective date of the termination or resignation, (ii) a one-time cash payment
equal to nine months' of his then-current base salary, (iii) a one-time cash
payment equal to nine months' of his target bonus, (iv) reimbursement of any
healthcare premium costs for nine months, at the same level of coverage as he
had during employment, and (v) pro-rata vesting of any outstanding equity awards
to the extent that Dr. Bandari is not employed through the one-year anniversary
of the applicable grant date of such outstanding equity awards. The severance
benefits described in the foregoing sentence are, in each case, subject to Dr.
Bandari's compliance with continuing obligations to the Company and his
execution of a general release in favor of the Company. In addition to the
foregoing, if Dr. Bandari is terminated for other than cause, death or
disability during the eighteen months following a change in control of the
Company, Dr. Bandari will be entitled to acceleration of 100% of his then
unvested outstanding equity awards.
The foregoing description of Dr. Bandari's Executive Employment Agreement is
only a summary and it is qualified in its entirety by the Executive Employment
Agreement, a copy of which the Company expects to file as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2022.
Item 8.01. Other Events.
On January 10, 2022, the Company issued a press release announcing the
appointment of Dr. Bandari as the Company's Chief Medical Officer. A copy of the
press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated January 10, 2022, issued by the Registrant.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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