Other Information
−Removed: Appointment of Chief Financial Officer
−Removed: On August 3, 2024, our board of directors appointed Christopher Frankenfield, our chief operating officer, to the position of chief financial officer and to serve as our principal financial officer.
−Removed: Frankenfield’s appointment, Kevin Brennan, our senior vice president, finance and accounting, ceased to serve as our principal financial officer but will continue to serve as our principal accounting officer.
−Removed: Frankenfield, age 42, will continue to serve as our chief operating officer, which position he has held since August 2023.
−Removed: He previously served as our chief legal and administrative officer from August 2022 to August 2023 and as our general counsel from March 2021 to August 2022.
−Removed: Prior to that, Mr.
−Removed: Frankenfield served in roles of increasing responsibility at Blueprint Medicines Corporation, or Blueprint, from August 2015 to March 2021, including as vice president of corporate legal affairs from July 2019 to March 2021.
−Removed: While at Blueprint, Mr.
−Removed: Frankenfield was responsible for a range of corporate legal activities, including public company reporting, capital markets strategy and follow-on equity offerings, collaborations and partnerships, and supporting commercial product launches.
−Removed: Prior to joining Blueprint, Mr.
−Removed: Frankenfield was a senior associate at Wilmer Cutler Pickering Hale and Dorr LLP, where his practice focused on capital markets and strategic transactions, public company reporting and corporate governance matters.
−Removed: Frankenfield began his career in the advisory practice at PricewaterhouseCoopers LLP.
−Removed: He received his B.A.
−Removed: in economics from the College of William & Mary and his J.D.
−Removed: from the University of Virginia School of Law.
−Removed: In connection with Mr.
−Removed: Frankenfield’s promotion, effective August 3, 2024, we entered into an amended and restated employment agreement pursuant to which Mr.
−Removed: Frankenfield will receive an annualized base salary of $515,000 and his target annual incentive compensation will be 50% of his annualized base salary.
−Removed: In addition, Mr.
−Removed: Frankenfield was granted an option to purchase 52,000 shares of our common stock, which options shall vest and become exercisable over four years in equal monthly installments beginning on the one-month anniversary of the grant date, subject to Mr.
−Removed: Frankenfield’s continued service through each applicable vesting date.
−Removed: The foregoing description of the amended and restated employment agreement with Mr.
−Removed: Frankenfield is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
Director and Officer Trading Arrangements
−Removed: During the quarterly period covered by this report, certain of our officers entered into Rule 10b5-1 trading arrangements that are intended to qualify as an “eligible sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act).
−Removed: These sell-to-cover arrangements apply to restricted stock units, or RSUs, granted to the applicable person on January 1, 2024 and any RSUs that may be granted to such person from time to time thereafter (other than those that by their terms require us to withhold shares for tax withholding obligations in connection with vesting and settlement).
−Removed: These arrangements provide for the automatic sale of shares of our common stock that would otherwise be issuable on each settlement date of a covered RSU in an amount necessary to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to us in satisfaction of the applicable withholding obligation.
−Removed: The number of shares that will be sold under these arrangements is not currently determinable, as the number will vary based on the extent to which vesting conditions are satisfied, the market price of our common stock at the time of settlement and the potential future grant of additional RSUs subject to this arrangement.
−Removed: The officers entering into these arrangements and the date of adoption of such arrangements are:
−Removed: Kevin Brennan , senior vice president, finance and accounting ( April 8, 2024 ) and Christopher Frankenfield , chief financial officer and chief operating officer ( April 8, 2024 ).
−Removed: None of our directors or officers terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.
+Added: None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Items 408(a) and 408(c) of Regulation S-K, respectively) during the quarterly period covered by this Quarterly Report on Form 10-Q.
EXHIBIT INDEX
3 unchanged sentences
001-40925), filed with the Securities and Exchange Commission on April 3, 2023)
−Removed: Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-Q (File No.
−Removed: 001-40925), filed with the Securities and Exchange Commission on May 14, 2024)
−Removed: Third Amended and Restated Employment Agreement, dated August 3, 2024, by and between the Registrant and Christopher Frankenfield
+Added: Third Amended and Restated Employment Agreement, dated August 3, 2024, by and between the Registrant and Christopher Frankenfield (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 001-40925), filed with the Securities and Exchange Commission on August 8, 2024)
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
15 unchanged sentences
XILIO THERAPEUTICS, INC.
−Removed: August 8, 2024
+Added: November 7, 2024
/s/ René Russo
2 unchanged sentences
(Principal Executive Officer)
−Removed: August 8, 2024
+Added: November 7, 2024
/s/ Christopher Frankenfield
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.