Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Geoff McDonough, Chief Executive Officer
On October 21, 2025, Generation Bio Co. (the “Company”) and Geoff McDonough, M.D. agreed that Dr. McDonough would resign from the Company and cease to serve as Chief Executive Officer, effective as of October 31, 2025 (the “Effective Date”). In connection with the termination of his employment, the Company expects to enter into a separation agreement with Dr. McDonough (the “McDonough Separation Agreement”).
Pursuant to the McDonough Separation Agreement, the Company will agree to provide Dr. McDonough with separation benefits pursuant to his Severance Plan Benefit Agreement consisting of (i) cash severance of approximately $700,000, which is an amount equal to 12 months of his base salary in effect on the Effective Date, less applicable taxes and withholdings, payable in a lump sum following the effectiveness of the McDonough Separation Agreement, (ii) payment in lieu of bonus of approximately $300,000, which is an amount representing a prorated bonus amount for the 2025 fiscal year based on 100% achievement of the Company’s goals; (iii) healthcare coverage for up to 12 months to the extent he is eligible for and elects such coverage; and (iv) acceleration of vesting as to 25% of his outstanding unvested equity awards as of the Effective Date. In addition, he will be awarded a bonus of approximately $70,000 for the time he remained employed with the Company following the August 12, 2025 announcement of the Company’s engaging in a strategic alternatives review process. The McDonough Separation Agreement will also include a general release of claims by Dr. McDonough and Dr. McDonough’s rights to these benefits would be subject to his execution and non-revocation of the McDonough Separation Agreement with such release.
Dr. McDonough will continue to serve as director of the Company’s Board of Directors (the “Board”) and effective as of the Effective Date will also serve as the chairman of the Board. Following the termination of his employment, Dr. McDonough will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation program.
Concurrent with entering into the McDonough Separation Agreement, the Company plans to enter into a consulting agreement (the “Consulting Agreement”) with Dr. McDonough, pursuant to which Dr. McDonough will agree to provide advisory and other consulting services to the Company following the Effective Date until October 31, 2026, subject to earlier termination by either party. The Company expects that it will pay Dr. McDonough an hourly consulting fee equal to $500 per hour for his services and any unvested equity will continue to vest under the Consulting Agreement.
The foregoing descriptions of the McDonough Separation Agreement and the Consulting Agreement are qualified in their entirety by reference to the full text of the McDonough Separation Agreement and the Consulting Agreement, copies of which the Company intends to file as exhibits to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
Election of Yalonda Howze as Interim Chief Executive Officer and President
On October 21, 2025, the Board elected Yalonda Howze to serve as the Company’s Interim Chief Executive Officer and President, effective as of the Effective Date.
Prior to being appointed as the Company’s Interim Chief Executive Officer and President, Ms. Howze served as the Company’s Chief Legal Officer and Corporate Secretary. Information regarding Ms. Howze’s background and business experience is set forth under the caption “Executive Officers Who Are Not Directors” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2024 and is incorporated herein by reference.
In connection with her election as Chief Executive Officer and President, Ms. Howze will receive an annual base salary of $575,000 and her annual target bonus will be 50% of her annual base salary, prorated for 2025. Further, the Company expects to amend her Severance Plan Benefit Agreement to provide that if her employment is terminated by the Company without cause prior to or more than 12 months following a change in control, as defined in the agreement, the Company will pay her a lump sum equal to 12 months of her then-current base salary and will pay premiums for continuation of health coverage under COBRA for up to 12 months. In addition, the amended Severance Plan Benefit Agreement will provide for a lump sum cash bonus payment determined by reference to Ms. Howze’s target annual cash incentive for the year in which her termination of employment occurs and based on the Company’s and her performance
