| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Chief Executive Officer and President
On April 29, 2026, the Board of Directors (the “Board”) of Aura Biosciences, Inc. (the “Company”) appointed Natalie Holles as the Company’s Chief Executive Officer and President and as a Class I director with a term expiring at the Company’s 2028 annual meeting of stockholders, effective as of April 30, 2026 (the “Effective Date”). Ms. Holles will succeed Dr. Elisabet de los Pinos, the Company’s founder, who has notified the Company of her departure from her role at the Company as Chief Executive Officer and President and as a director of the Company, effective as of the Effective Date.
Natalie Holles, age 53, is a seasoned industry executive with significant rare disease operational and commercialization experience. From August 2021 to December 2025, Ms. Holles served as Chief Executive Officer and a member of the board of directors of Third Harmonic Bio, Inc., a biopharmaceutical company that focused on dermal, respiratory and gastrointestinal inflammatory diseases. From January 2020 through March 2021, Ms. Holles served as President and Chief Executive Officer at Audentes Therapeutics, Inc., a biotechnology company focused on genetic medicines, and prior to that served as their President and Chief Operating Officer beginning in May 2018 and Senior Vice President, Chief Operating Officer beginning in August 2015. Previously, Ms. Holles served as Senior Vice President, Corporate Development at Hyperion Therapeutics, Inc., a rare disease pharmaceutical company, from June 2013 through its acquisition by Horizon Pharma, plc in May 2015. From August 2012 until June 2013, Ms. Holles served as the Executive Vice President, Corporate Development at Immune Design, Inc., an immunotherapy company, and from December 2010 to June 2013, Ms. Holles served as an independent life sciences corporate development consultant. Earlier in her career, Ms. Holles served as the Vice President, Business Development at KAI Pharmaceuticals, Inc., which was acquired by Amgen, Inc. in 2012, and previously held corporate development and commercial roles at InterMune, Inc. (acquired by the Roche Group) and Genentech, Inc. Ms. Holles also has served on the board of directors of Day One Biopharmaceuticals, Inc., a biopharmaceutical company, since February 2021, and served on the board of directors of Rubius Therapeutics, Inc., a biopharmaceutical company, from March 2019 to August 2022 and Allakos Inc., a biotechnology company, from December 2020 to July 2021. Ms. Holles holds an A.B. in Human Biology from Stanford University and an M.A. in Molecular, Cellular and Developmental Biology from the University of Colorado, Boulder, where she was a Howard Hughes Medical Institute Predoctoral Fellow.
In connection with her appointment as Chief Executive Officer and President, Ms. Holles entered into an offer letter (the “Employment Offer Letter”), effective as of the Effective Date, setting forth the terms of her employment with the Company. Pursuant to the Employment Offer Letter, Ms. Holles will be paid an annual base salary of $700,000. Following the end of each calendar year, Ms. Holles will be eligible to receive a discretionary annual performance bonus with a target of 55% of her then annual base salary based upon the Board’s assessment of the Company’s achievement of its performance goals and Ms. Holle’s continued employment with the Company. Ms. Holles is also eligible to participate in the Company’s Executive Severance Plan (the “Severance Plan”) as a Tier One Executive (as defined in the Severance Plan), which provides for severance payments and benefits to Ms. Holles in the event that the Company terminates her employment without Cause or if Ms. Holles resigns with Good Reason (each as defined in the Severance Plan). The foregoing description of the Severance Plan does not purport to be complete and is qualified in its entirety by the full text of the Severance Plan, a copy of which was filed with the U.S. Securities and Exchange Commission (the “SEC”) as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (File No. 001-40971) as filed with the SEC on November 12, 2024.
In connection with her appointment as the Company’s Chief Executive Officer and President and as an inducement to entering into the Employment Offer Letter, the Company will grant Ms. Holles an equity award equal to approximately 2.5 percent of the Company’s aggregate common stock and pre-funded warrants to purchase common stock issued and outstanding on the date of grant, comprised of approximately 75 percent a stock option to purchase shares of the Company’s common stock (the “Option Award”) and 25 percent restricted stock units for shares of the Company’s common stock (“RSUs”), in each case, based on the grant-date fair value and as determined by the Board. Both the Option Award and the RSUs were approved by the Board without stockholder approval pursuant to Nasdaq Marketplace Rule 5635(c)(4) (the “Inducement Award Exception”), shall be granted outside of the Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) and shall be subject to terms substantially similar to the 2021 Plan and the forms of award agreements thereunder. The exercise price of the Option Award will equal the fair market value of the Company’s common stock on The Nasdaq Global Market on the date of grant. The Option Award will vest as follows: 25% shall vest and become exercisable on the first anniversary of the Effective Date, and 2.0834% shall vest and become exercisable on a monthly basis thereafter over the following 36 months, subject to Ms. Holles’ continued service as of each vesting date. The RSUs will vest as follows: 25% shall vest on the first anniversary of the 15th of the month in which the Effective Date occurs (the “First Vesting Date”), and 25% shall vest on each of the first year anniversary, second year anniversary, and third year anniversary of the First Vesting Date, subject to Ms. Holles’ continued service as of each vesting date.
Ms. Holles will also receive an equity award equal to approximately 0.5 percent of the Company’s aggregate common stock and pre-funded warrants to purchase common stock issued and outstanding on the date of grant, in the form of performance-based restricted stock units for shares of the Company’s common stock (“PRSUs”) pursuant to the Inducement Award Exception. The PRSUs will be subject to both time-based vesting and the achievement of a performance condition, both of which must be satisfied before the PRSUs