Centessa Pharmaceuticals plc filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$CNTA
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | ||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 27, 2025
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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.
Appointment of Chief Accounting Officer
On May 27, 2025, Centessa Pharmaceuticals plc (the “Company”) appointed Raphael Deferiere, CPA, as the Company’s Chief Accounting Officer and designated him as the Company’s principal accounting officer, each effective as of May 27, 2025. Mr. Deferiere assumes the designation of principal accounting officer from John Crowley, who continues in his capacity as Chief Financial Officer and the Company’s principal financial officer.
From July 2017 to May 2025, Mr. Deferiere, age 46, served as an Assurance Partner at Ernst & Young, LLP, an audit and advisory firm, in Boston. Prior to this, Mr. Deferiere served in a variety of increasingly senior roles within Ernst & Young in Philadelphia, Pittsburgh and Brussels. Mr. Deferiere is a licensed Certified Public Accountant. He holds a bachelor’s degree in business administration from Universite Libre de Bruxelles, Belgium.
There are no family relationships between Mr. Deferiere and any other director, executive officer or nominees thereof of the Company. There are no related party transactions between the Company and Mr. Deferiere that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Mr. Deferiere’s compensation will include (i) an annual base salary (the “Base Salary”) of $400,000; (ii) eligibility to receive an annual bonus (the “Annual Bonus”), with the target amount of such Annual Bonus equal to 35% of the Base Salary in the year to which the Annual Bonus relates, and which will be pro-rated for 2025; provided that the actual amount of the Annual Bonus may be greater or less than such target amount; and (iii) an option to purchase up to 165,000 of the Company’s American Depositary Shares (“ADSs”) under the Company’s Amended and Restated 2021 Stock Option and Incentive Plan (the “Plan”) with an exercise price equal to the closing price of the ADSs on the Nasdaq Global Select Market on the grant date (the “Deferiere Options”). The Deferiere Options will be subject to the terms and conditions of the Plan and shall vest as follows: 25% on the one-year anniversary of the vesting commencement date, and the remaining 75% vest in 36 equal monthly installments on the first day of each month thereafter, in each case subject to his continued service through the applicable vesting date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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.
Date: May 29, 2025
| By: | /s/ Saurabh Saha | |||||||
| Name: | Saurabh Saha, M.D., Ph.D. | |||||||
| Title: | Chief Executive Officer | |||||||