MTCR Metacrine Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 17, 2022, Patricia Millican notified the Board of Directors (the “Board”) of Metacrine, Inc. (the “Company”) that she will resign from her position as the Company’s Chief Financial Officer, principal financial officer and principal accounting officer, effective as of March 31, 2022 (the “Separation Date”), to pursue another opportunity.

The Company expects to enter into a separation agreement with Ms. Millican pursuant to which Ms. Millican will receive a one-time retention payment equal to $140,000 upon her continued service through the Separation Date as the Company’s Chief Financial Officer, principal financial officer and principal accounting officer, at which point, and until June 30, 2022 (the “Consulting Period”), she will provide transitional consulting services to the Company eight (8) hours per week and receive consulting fees of $16,000 per month, and during which Consulting Period the Company will permit the continued vesting and exercisability of any outstanding and unvested equity awards in accordance with the terms and conditions of the applicable award agreements, subject to Ms. Millican’s agreement to a general release of claims in favor of the Company and its affiliates and continued compliance with her existing confidentiality and nondisclosure obligations.

On February 17, 2022, Michael York, the Company’s Senior Vice President, Business Development & Commercial Strategy, was promoted to the position of Chief Business Officer, effective as of February 18, 2022, and was designated as the Company’s principal financial officer and financial accounting officer, effective as of the Separation Date.

Mr. York, 57, has served as the Company’s Senior Vice President, Business Development & Commercial Strategy since December 2021. From June 2018 to November 2021, he served in strategic business development roles at PhaseBio Pharmaceuticals, Inc. (NASDAQ: PHAS), most recently as Senior Vice President, Corporate Development and Alliance Management, where he led a number of licensing and development deals and was the architect for bentracimab’s commercial strategy. Prior to PhaseBio, he served as Vice President, Global Business Development and Alliance Management at Orexigen Therapeutics, Inc. (NASDAQ: OREX) from August 2015 to June 2018, where he led global business development activities to license Orexigen assets and manage alliance partners. Before Orexigen, Michael was President and Chief Executive Officer of Senté Labs, Inc., a privately held company recognized as a leader in medical skincare products based on glycoproteins. Earlier in his career, Mr. York held roles of increasing responsibility at Amylin Pharmaceuticals, Santarus, Inc., Amgen, AstraZeneca and Merck & Co., Inc. He received an MBA from the University of Redlands and a B.A. in public administration and economics from San Diego State University.

There are no arrangements or understandings between Mr. York and any other person pursuant to which Mr. York was selected to serve as the Company’s Chief Business Officer, principal financial officer or principal accounting officer. Mr. York does not have any direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. 

In connection with, and effective upon, Mr. York’s promotion to Chief Business Officer, he received a $30,000 base salary increase and a 5% increase in his target bonus percentage for fiscal year 2022.

Mr. York will also enter into the Company’s standard form of indemnification agreement for officers, a form of which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-248292), filed with the SEC on August 24, 2020).

(1)Ms. Millican notified the Board of her resignation, effective as of March 31, 2022.

(2)Mr. York was appointed Chief Business Officer, effective as of February 18, 2022. Mr. York’s 2021 cash bonus award was prorated based on his start date in November 2021.

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