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 July 30, 2025, Prothena Biosciences Inc, a subsidiary of Prothena Corporation plc (the “Company”), entered into employment agreements with each of Tran B. Nguyen, the Company’s Chief Strategy Officer and Chief Financial Officer, Brandon S. Smith, the Company’s Chief Operating Officer, and Wagner M. Zago, Ph.D., the Company’s Chief Scientific Officer (each, an “Officer”, and each agreement, an “Employment Agreement”). The Employment Agreements set forth the Officers’ base salary levels, target bonus opportunity and memorialize the Officers’ entitlement to certain severance benefits, which are generally consistent with the severance benefits currently provided by the Prothena Biosciences Inc Amended and Restated Severance Plan.
Under the terms of each Employment Agreement, each Officer will receive an initial annual base salary consistent with their current annual base salary (Mr. Nguyen: $603,792; Mr. Smith: $544,201; and Dr. Zago: $518,000) and will be eligible for a discretionary annual cash bonus target, as a percentage of base salary, consistent with their current target percentage (Mr. Nguyen: 50%; Mr. Smith: 50%; and Dr. Zago: 40%).
Under the Employment Agreement, in the event of termination of the Officer by the Company without cause or resignation by the Officer for good reason and subject to the Officer’s execution and non-revocation of a release of claims in favor of the Company, the Officer will be entitled to severance benefits, including 100% of their annual base salary, 100% of their target bonus, and up to 12 months of continuing health coverage. If such a termination occurs in connection with a change in control, severance benefits increase to 150% of their annual base salary, 150% of their target bonus, and up to 18 months of continuing health coverage. In either scenario, acceleration of vesting for equity awards and extension of post-employment exercise periods for option awards would occur pursuant to the terms of the Employment Agreement and the equity award agreements under which equity awards were granted.
The foregoing summary of the Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Form of Employment Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| PROTHENA CORPORATION PLC | ||||||
| Dated: July 30, 2025 | By: | /s/ Tran B. Nguyen | ||||
| Name: | Tran B. Nguyen | |||||
| Title: | Chief Strategy Officer and Chief Financial Officer | |||||