BioCryst Pharmaceuticals Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

Retirement of Chief Executive Officer

On July 25, 2025, Jon Stonehouse, President and Chief Executive Officer of BioCryst Pharmaceuticals, Inc., a Delaware corporation (the “Company”), notified the Company’s Board of Directors (the “Board”) of his intention to retire from his role as President and Chief Executive Officer of the Company, effective December 31, 2025.

Mr. Stonehouse cited no disagreement with the Board or management relating to the Company, its operations, policies, or practices, and he will continue to serve as a member of the Board following his retirement. In consideration for a release of claims in favor of the Company, Mr. Stonehouse will (i) remain eligible to receive his 2025 annual incentive plan (“AIP”) payout, subject to achievement of the applicable performance objectives, and (ii) receive subsidized continued group health coverage for up to 18 months following his retirement.

Appointment of New President and Chief Executive Officer

On July 27, 2025, the Board appointed Charlie Gayer, age 54, as the Company’s President, effective August 1, 2025, and as the Company’s Chief Executive Officer, effective January 1, 2026.

Mr. Gayer was promoted to the Company’s Chief Commercial Officer in January 2020, after joining the Company in August 2015 as Vice President of Global Strategic Marketing. Prior to joining BioCryst, Mr. Gayer held U.S. and global commercial leadership roles in competitive rare disease categories at Talecris Biotherapeutics, Inc., a biopharmaceutical company that was acquired in 2011 by Grifols, S.A., a multinational pharmaceutical and chemical manufacturer. At Talecris, he led U.S. alpha-1 antitrypsin deficiency marketing and later European sales and marketing. After Grifols acquired Talecris, he led the U.S. marketing team for the combined immune globulin portfolio of the two companies. Prior to joining Talecris, Mr. Gayer served for six years at GlaxoSmithKline in a range of professional marketing, consumer marketing and sales roles. Mr. Gayer began his career as a strategic consultant for biopharmaceutical companies and spent three years as a business analyst at Genzyme Corporation. Mr. Gayer received his B.A. in Politics from Princeton University and his M.B.A. from the Fuqua School of Business at Duke University.

In connection with his appointment as President, the Company and Mr. Gayer entered into a second amendment to his employment letter agreement, pursuant to which his annual base salary will increase to $675,000 and his 2025 target award under the AIP will equal 70% of his base salary earned during 2025 prior to August 1, 2025, plus 75% of his base salary earned from August 1, 2025 through December 31, 2025. In addition, Mr. Gayer’s 2025 annual equity awards will be granted at levels commensurate with the President and Chief Executive Officer role.

In connection with his appointment as Chief Executive Officer, which will take effect January 1, 2026, the Company and Mr. Gayer expect to enter into a new employment letter agreement to supersede his existing employment letter agreement, pursuant to which Mr. Gayer will receive an annual base salary of $775,000 and a target award under the AIP of 85% of his annual base salary. The new employment letter agreement is also expected to include the following severance benefits in the event of Mr. Gayer’s termination without cause or, following a change of control of the Company, constructive termination, subject to his execution of a release of claims: (i) two years of continued base salary payments; (ii) two times Mr. Gayer’s target incentive compensation for the year of termination, payable in equal installments over two years; and (iii) up to 12 months of subsidized continued group health coverage.

Increase of Board Size and Election of New Director

On July 27, 2025, the Board approved an increase in the size of the Board from nine to ten directors, effective January 1, 2026, and elected Mr. Gayer to fill the vacancy created by the enlargement of the Board, effective January 1, 2026. Mr. Gayer’s initial term as a director will expire at the Company’s annual meeting of stockholders in 2028.

Mr. Gayer has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor are there any such transactions currently proposed. There are no arrangements or understandings between Mr. Gayer and any other persons pursuant to which Mr. Gayer was appointed as President and Chief Executive Officer or elected as a director, and there are no family relationships between Mr. Gayer and any of the Company’s directors or executive officers. He will not initially serve on any committees of the Board.

On July 31, 2025, the Company issued a press release announcing the retirement of Mr. Stonehouse from the position of President and Chief Executive Officer, the appointment of Mr. Gayer as the Company’s new President, effective August 1, 2025, the appointment of Mr. Gayer as Chief Executive Officer, effective January 1, 2026, and the election of Mr. Gayer as a director, effective January 1, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 7.01.

The information furnished is not deemed “filed” for purposes of Section 18 of the Exchange Act, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

(d) Exhibits.