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 April 1, 2024 (the “Agreement Date”), Voyager Therapeutics, Inc. (the “Company”) and Peter P. Pfreundschuh entered into a Transition, Separation and Release of Claims Agreement (the “Separation Agreement”), pursuant to which Mr. Pfreundschuh resigned from his position of Chief Financial Officer and from any and all other positions he holds as an officer of the Company or an officer, employee or director of any of its subsidiaries, effective on April 12, 2024, or such earlier date as may be mutually agreed upon in writing by the Company and Mr. Pfreundschuh (as applicable, such date, the “Transition Date”), and shall resign from all other positions he holds as an employee of the Company, effective on May 5, 2024 (the “Separation Date”).
During the period between the Transition Date and the Separation Date (the “Transition Period”), Mr. Pfreundschuh has agreed to serve as Senior Financial Advisor and to assist with the transition of his duties and responsibilities. During the Transition Period, Mr. Pfreundschuh will continue to receive his base salary, in effect as of the Agreement Date, and will remain eligible to participate in Company benefit plans and eligible for vacation time.
Pursuant to the terms of the Separation Agreement, the Company has agreed, consistent with Mr. Pfreundschuh’s existing employment agreement, to (1) make salary continuation payments to Mr. Pfreundschuh, in accordance with the Company’s regular payroll practices, for a period of twelve months following the effectiveness of his execution of an additional release of claims (the “Separation Pay Period”) based on his annualized base salary in effect on the Separation Date; (2) provide to Mr. Pfreundschuh a prorated annual bonus payment for 2024 based on his target bonus percentage and his time of employment in 2024 through the Separation Date, paid in equal installments based on the Company’s regular payroll practices over the Separation Pay Period; and (3) subject to Mr. Pfreundschuh’s eligibility for continued coverage under COBRA, pay on Mr. Pfreundschuh’s behalf the portion of the premium for group health insurance coverage that the Company pays to active and similarly situated employees receiving the same type of coverage, for a period of twelve months following the Separation Date or, if earlier, the end of the calendar month when Mr. Pfreundschuh becomes eligible to receive group health insurance coverage under another employer’s benefit plan.
The Separation Agreement also provides for, among other things, a release of claims by Mr. Pfreundschuh in favor of the Company and its affiliates; continuing confidentiality and non-solicitation obligations applicable to Mr. Pfreundschuh under his existing confidentiality, non-solicitation and invention assignment agreement with the Company (the “Restrictive Covenants Agreement”); non-disparagement and cooperation obligations applicable to Mr. Pfreundschuh; and non-disparagement obligations applicable to the Company. In connection with the parties’ execution of the Separation Agreement, Mr. Pfreundschuh’s employment agreement with the Company was terminated as of the Agreement Date.
In accordance with the Separation Agreement, the Company and Mr. Pfreundschuh also expect to enter into a consulting agreement (the “Consulting Agreement”) upon the Separation Date pursuant to which Mr. Pfreundschuh is to assist the Company with the transition of his responsibilities following his departure. In connection with the Consulting Agreement, Mr. Pfreundschuh is to be available to provide specified consulting services from time to time and as requested by the Company. The Company has agreed to pay Mr. Pfreundschuh for the services he renders to the Company at an hourly consulting rate, in addition to any pre-approved expenses and pass-through costs relating to the consulting services.
Under the Separation Agreement, the Consulting Agreement shall become effective upon the Separation Date and shall remain in effect until June 28, 2024, unless it is, in accordance with its terms, extended until July 31, 2024 at the Company’s option; extended by mutual written consent of the parties; terminated by the mutual written consent of the parties; terminated by either party upon written notice to its counterparty upon a material breach of the Consulting Agreement or the Separation Agreement by its counterparty; terminated by the Company upon written notice to Mr. Pfreundschuh upon a material breach of the Restrictive Covenants Agreement by Mr. Pfreundschuh; terminated by either party without cause upon specified written notice of such termination; or terminated automatically upon the occurrence of other specified conditions (the effective period of the Consulting Agreement, the “Consulting Period”).
In consideration for Mr. Pfreundschuh entering into the Separation Agreement and the Consulting Agreement, (1) each time-based unvested restricted stock unit award previously granted by the Company to Mr. Pfreundschuh shall continue to vest and become free from forfeiture during the Consulting Period in accordance with the applicable restricted stock unit agreement and equity plan, as if Mr. Pfreundschuh had remained employed during such period, and (2) each time-based unvested stock option previously granted by the Company to him shall continue to vest and become exercisable during the Consulting Period in accordance with the applicable option agreement and equity plan as if Mr. Pfreundschuh had remained employed during such period, subject to in each case (i) Mr. Pfreundschuh continuing to provide services under the Consulting Agreement, (ii) Mr. Pfreundschuh executing and delivering an additional release of claims and the continuation thereof without revocation, and (iii) Mr. Pfreundschuh complying with the terms of the Separation Agreement and Restrictive Covenants Agreement. Pursuant to the terms of the Separation Agreement, the Company has also agreed to extend the period during which Mr. Pfreundschuh may exercise any outstanding and vested stock options held by him to six months following the expiration or termination of the Consulting Period.
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The foregoing summaries of the Separation Agreement and the Consulting Agreement are qualified in their entirety by reference to the complete text of each such agreement. A copy of the Separation Agreement is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. The Company expects to file a copy of the Consulting Agreement as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2024.
Election of Robin Swartz
In connection with the transition of Mr. Pfreundschuh, on March 27, 2024, the board of directors of the Company appointed Robin Swartz to assume the roles of principal financial officer and principal accounting officer of the Company, effective as of the Transition Date.
Ms. Swartz, age 53, has served as the Company’s Chief Operating Officer since February 2022, and previously served as the Company’s Senior Vice President, Business Operations from September 2021 to February 2022 and the Company’s Senior Vice President, Portfolio Management and Patient Engagement from January 2021 to August 2021. Prior to joining the Company, Ms. Swartz served in positions of increasing responsibility at Genzyme Corporation and Sanofi Genzyme, culminating in her service at Sanofi Genzyme as Senior Vice President, Head of Patient Support Services for Rare Diseases from January 2018 to June 2020 and as Vice President, Head of Global and US Business Operations from June 2015 to December 2017. Her previous roles at Sanofi Genzyme included Chief of Staff to the Executive Vice President and Senior Director, Finance. Ms. Swartz received a B.A. in political science and government from Kenyon College.
Ms. Swartz has no family relationship with any of the executive officers or directors of the Company or any person nominated or chosen by the Company to become a director or executive officer of the Company. There are no transactions in which Ms. Swartz has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Transition, Separation and Release of Claims Agreement, by and between the Company and Peter P. Pfreundschuh, dated April 1, 2024. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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SIGNATURES
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.
| Date: April 2, 2024 | VOYAGER THERAPEUTICS, INC. | |
| By: | /s/ Alfred Sandrock, M.D., Ph.D. | |
| Alfred Sandrock, M.D., Ph.D. | ||
|
Chief Executive Officer, President, and Director (Principal Executive Officer) | ||
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