Cullinan Oncology Inc
For the period ended Dec 31, 2023. Filed Mar 14, 2024.
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FY2023 · Filed Mar 14, 2024
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Item 9B. Other Information
Departure of Jeffrey Trigilio as Chief Financial Officer
On March 14, 2024, Cullinan Oncology, Inc. (the “Company”) announced the departure of Jeffrey Trigilio from the Company, effective as of March 29, 2024 (the “Transition Date”). Until the Transition Date, Mr. Trigilio will continue to be employed by the Company as the Chief Financial Officer and Treasurer pursuant to the terms and conditions of his employment agreement.
The Company and Mr. Trigilio will enter into a Separation and Transition Agreement (the “Separation Agreement”) to govern the terms of his separation from the Company. In recognition of Mr. Trigilio’s service to the Company and in consideration of his execution of a general release of claims, under the Separation Agreement, Mr. Trigilio will be entitled to severance in an amount equal to twelve (12) months of Mr. Trigilio’s base salary, plus the pro-rata portion of his target annual bonus for 2024, measured as of the Transition Date, payable in accordance with normal Company payroll practices. Subject to Mr. Trigilio’s proper election to receive benefits under COBRA and copayment of his portion of the COBRA premiums, the Company will also pay up to nine (9) months of a portion of each COBRA premium payment equal to the portion the Company contributed to such health insurance premium cost as of the Transition Date (or until Mr. Trigilio becomes eligible for alternative health benefits from a subsequent employer or ineligible for COBRA, if earlier). The Separation Agreement also contains non-disparagement covenants and a reaffirmation of Mr. Trigilio’s confidentiality and non-solicitation obligations to the Company.
Following the Transition Date and to ensure an orderly transition, Mr. Trigilio has agreed to be available to consult with the Company through September 30, 2024 (the “Transition Period”). The Separation Agreement will also govern the terms of his consulting arrangement with the Company for the Transition Period. Mr. Trigilio will receive (i) the payment of an agreed flat rate for the consulting work provided between the Transition Date and April 30, 2024, (ii) the payment of an agreed hourly rate for any consulting work provided between May 1, 2024 and September 30, 2024, (iii) continued vesting of his equity awards through the Transition Period, subject to continued service and (iv) on the last date of the Transition Period, accelerated vesting of the unvested equity awards that would have vested through April 30, 2025, subject to continued service through the Transition Period.
The foregoing summary is not complete and is qualified in its entirety by the Separation Agreement, a copy of which the Company intends to file with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2024.
Appointment of Nate Nguyen as Interim Principal Financial Officer and Principal Accounting Officer
On March 11, 2024, in connection with Mr. Trigilio’s separation from the Company, the Board appointed Nate Nguyen as the Company’s Interim Principal Financial Officer (“PFO”) and Principal Accounting Officer (“PAO”), effective March 29, 2024. Mr. Nguyen will serve in this role during the search for and until the appointment of a permanent Chief Financial Officer, or until his earlier resignation or removal.
Mr. Nguyen, age 36, joined the Company in January 2021 and has served in a variety of roles including Director of Accounting, Controller from January 2021 to December 2021, Senior Director, Controller from January 2022 to June 2022, and, most recently, as Vice President, Controller where he has served since July 2022. Prior to joining the Company, Mr. Nguyen worked at Corporate Finance Group, Inc. as a senior manager from September 2017 to December 2020. Mr. Nguyen holds a B.S. in Finance and Accounting from Villanova University.
There are no arrangements or understandings between Mr. Nguyen and any other persons pursuant to which he was appointed as Interim PFO and PAO. There are no family relationships between Mr. Nguyen and any of the Company’s directors or executive officers and Mr. Nguyen has no direct or indirect material interest in any transaction required to be disclosed by the Company pursuant to Item 404(a) of Regulation S-K.
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