10-K/A

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-39575

ONCORUS, INC.

(Exact name of Registrant as specified in its Charter)


Delaware		47-3779757
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4 Corporate Drive Andover, Massachusetts		01810
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (339) 240-3330

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

ONCR

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The aggregate market value of the Registrant’s common stock held by non-affiliates as of June 30, 2022 (the last business day of the Registrant's most recently completed second quarter) was $25.9 million, based on the closing price of the Registrant’s common stock on The Nasdaq Global Market on that date.

The number of shares of Registrant’s common stock outstanding as of March 20, 2023 was 26,095,363.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents


		Page
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3
Item 11.	Executive Compensation	6
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	14
Item 13.	Certain Relationships and Related Transactions, and Director Independence	17
Item 14.	Principal Accountant Fees and Services	19

PART IV
Item 15.	Exhibits and Financial Statement Schedules	23
Item 16	Form 10-K Summary	23

EXPLANATORY NOTE

Oncorus, Inc. (the "Company," "Oncorus," "our," "us" or "we") is filing this Amendment No. 1 (this “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the "Original Report"), filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 24, 2023. We are filing this Amendment to provide the information required by Part III of Form 10-K that was omitted from the Original Report in reliance on General Instruction G(3) to Form 10-K.

In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), updated certifications of our principal executive officer and principal financial officer are included as Exhibits 31.1 and 31.2 hereto. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.

No other changes have been made to the Original Report other than those described above. This Amendment does not reflect subsequent events occurring after the filing date of the Original or modify or update in any way the financial statements, consents or any other items or disclosures made in the Original Report in any way other than as required to reflect the amendments discussed above. Accordingly, this Amendment should be read in conjunction with the Original Report and our other filings with the SEC subsequent to the filing of the Original Report.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth information regarding our executive officers and directors as of May 1, 2023:


Name	Age	Position(s)
Executive Officers
Theodore (Ted) Ashburn, M.D., Ph.D.	56	President, Chief Executive Officer and Director
John M. Goldberg, M.D.	50	Chief Medical Officer
Stephen W. Harbin	64	Chief Operating Officer and Chief of Staff

Non-Employee Directors
Mitchell Finer, Ph.D.	64	Chairman
Luke Evnin, Ph.D.	59	Director
Douglas M. Fambrough, III, Ph.D.	54	Director
Mary Kay Fenton	59	Director
Spencer Nam	53	Director
Eric Rubin, M.D.	64	Director
Barbara Yanni	68	Director

There are no family relationships among any of our directors or executive officers.

Executive Officers

Theodore (Ted) Ashburn, M.D., Ph.D. has served as our President and Chief Executive Officer and as a member of our Board since July 2018. Prior to joining us, he served as Head of Oncology Development at Moderna, Inc. from September 2017 until July 2018, where he was responsible for overall design, integration and execution of its clinical-stage oncology programs. From February 2016 until July 2017, Dr. Ashburn served as the Head of Operations of Caperna, a Moderna venture focused on personalized cancer vaccines. From December 2014 until February 2016, he served as Senior Vice President, Product Strategy and Operations at Dicerna Pharmaceuticals, Inc. From December 2006 to December 2014, Dr. Ashburn held various positions of increasing responsibility at Genzyme/Sanofi Oncology, including holding the position of global product leader for Leukine® and Elitek® in addition to various business development roles of increasing seniority. Dr. Ashburn holds an M.D. from Harvard Medical School, a Ph.D. in Organic Chemistry from Massachusetts Institute of Technology and a B.S. from Ball State University where he majored in Chemistry and obtained a minor in Computer Science. We believe Dr. Ashburn provides invaluable insight and guidance to our Board and our Company due to his extensive technical skills and executive-level leadership experience in the field of oncological biotherapeutics, as well as his operating and historical experience gained from serving as our President and Chief Executive Officer.

John M. Goldberg, M.D. has served as our Chief Medical Officer since February 2022 and prior to that as our Senior Vice President, Clinical Development beginning in October 2018. Prior to joining us, he served as the Senior Medical Director at H3 Biomedicine Inc., a developer of genomics-based cancer therapies, from November 2016 until October 2018, Medical Director at Agenus, Inc., a publicly traded biotechnology company, from July 2015 until November 2016, and as the Director of Pediatric Oncology Early Phase Clinical Trials, including leading the pediatric oncology Phase 1 program, at the University of Miami, Miller School of Medicine from 2008 until July 2015. Dr. Goldberg has extensive experience in the design, oversight and conduct of first-in-human clinical oncology trials of neo-antigen vaccines, dendritic cell vaccines and GVAX® (a cell-based granulocyte macrophage-colony stimulating factor gene-transduced tumor vaccine), as well as the design, oversight and conduct of clinical trials of checkpoint inhibitors and costimulatory agonists. He is a pediatric oncologist with 14 years of experience treating children with cancer and enrolling patients to Phase 1 trials. Dr. Goldberg served as a fellow and a junior faculty member at the Dana-Farber Cancer Institute from 2002 until 2008 and as a Pediatric Resident at the University of Rochester from 1999 until 2002. Dr. Goldberg holds a M.D. from the University of Massachusetts Medical School and an A.B. in Biological Sciences from the University of Chicago.

Stephen W. Harbin has served as our Chief Operating Officer and Chief of Staff since December 2020. Since April 2019, Mr. Harbin has served as President of Albourne Consulting LLC, a consultancy firm he owns that provides strategic counsel to early-stage biotech companies. In this capacity, Mr. Harbin provided consulting services to us in connection with our strategic manufacturing and operational objectives from July 2019 until his appointment as our Chief Operating Officer and Chief of Staff. Previously, Mr. Harbin served as the Chief Sustainability Officer and Senior Vice President of Corporate Facilities & Norwood Manufacturing at Moderna, Inc., a U.S.-based biotechnology company, from August 2017 to April 2019. Prior to that, he served as the Senior Vice President of

Global Operations, Quality & Corporate Facilities at Moderna from October 2016 to August 2017, and as Senior Vice President, Human Resources, Global Operations, Quality & Corporate Facilities at Moderna from July 2013 to October 2016. Mr. Harbin also previously held the position of Senior Vice President, Global Operations at bioMériux SA, a multinational biotechnology company, and served in a variety of senior business and operational leadership roles for both publicly and privately held biotechnology companies. Mr. Harbin holds a B.S. in Agriculture and a diploma in Farm Management from Durham College of Agriculture and Horticulture in the United Kingdom.

Non-Employee Directors

Mitchell Finer, Ph.D., a co-founder of our Company, has served as Chairman of our Board since January 2022, after previously serving as Executive Chairman beginning in July 2018, and as a member of our Board since January 2016. From January 2016 until June 2018, Dr. Finer served as our Chief Executive Officer and our Chief Scientific Officer. Dr. Finer has served as an Executive Partner of MPM Capital, Inc. since August 2015, and since January 2022 has served as President of Research and Development of ElevateBio LLC, having previously served as its Chief Scientific Officer of ElevateBio LLC beginning in May 2019. He is also a member of the board of directors of ElevateBio LLC and President of ElevateBio BaseCamp, Inc., a position he has held since May 2019, and Chief Executive Officer of LifeEDIT Technologies Incorporated, a position he has held since November 2020, and a member of its board of directors. Prior to joining MPM Capital, Dr. Finer was the Chief Scientific Officer of bluebird bio, Inc. from 2010 until 2015. Dr. Finer co-founded Adverum Biotechnologies, Inc. and CODA Biotherapeutics, Inc., where he was also each company’s interim Chief Executive Officer from April 2017 to July 2018 and continues to serve on the board of CODA Biotherapeutics. Dr. Finer received a Ph.D. in Biochemistry and Molecular Biology from Harvard University and a B.A. in Biochemistry and Bacteriology from the University of California, Berkeley. He completed a postdoctoral fellowship at the Whitehead Institute for Biomedical Research. We believe Dr. Finer is qualified to serve as a member of our Board because of his operational, strategic and corporate leadership experience and his experience as a founder of numerous biopharmaceutical companies, including as our co-founder.

Luke Evnin, Ph.D. has served as a member of our Board since March 2016. Dr. Evnin co-founded MPM Capital, an early-stage life sciences venture investing firm, in 1997, where he currently serves as Managing Director. Prior to co-founding MPM Capital, Dr. Evnin spent seven years as a venture capitalist at Accel Partners, a venture capital firm, including four years as general partner, where he focused on investments in emerging healthcare companies. In 2015 Dr. Evnin co-founded Harpoon Therapeutics Inc., a publicly held immunotherapy company, and served as chairman of its board of directors until April 2020 and as a member of its board of directors until June 2020. From December 2017 to August 2019, Dr. Evnin served as the interim Chief Executive Officer of Werewolf Therapeutics, Inc., a publicly held biotechnology company, where he has served a member of the board of directors since 2017 and as chairman of its board of directors since August 2019. From August 2020 to October 2022, he served as Chief Executive Officer of Turmeric Acquisition Corp., a publicly traded special purpose acquisition company formed by MPM Capital. As a component of his MPM activities, Dr. Evnin has been a co-founder of and served as chairman of the board for several MPM portfolio companies. Dr. Evnin has also served on the board of directors of several public and private companies over his venture capital career and currently serves, on behalf of MPM Capital, as a director of six private companies. Dr. Evnin served on the board of directors of Syndax Pharmaceuticals, Inc., a publicly traded biotechnology company, from 2012 until September 2018. Dr. Evnin also serves as chairman of the board of directors of the Scleroderma Research Foundation, a not-for- profit entity. Dr. Evnin holds an A.B. in Molecular Biology from Princeton University and a Ph.D. in Biochemistry from the University of California, San Francisco. We believe that Dr. Evnin’s depth and expertise in the life sciences and venture capital industries including significant experience serving on boards of directors and his educational background provide him with the qualifications and skills to serve on our Board.

Douglas M. Fambrough, III, Ph.D. has served as a member of our Board since June 2022. Dr. Fambrough served as Chief Executive Officer of Dicerna Pharmaceuticals, Inc., a publicly held biotechnology company, from 2010 until its acquisition by Novo Nordisk in November 2021, as well as a member of its board of directors since 2007. From 2000 to 2010, Dr. Fambrough held various positions at Oxford Bioscience Partners, a life science venture capital firm, most recently as a general partner. During his years at Oxford Bioscience Partners, Dr. Fambrough specialized in financing innovative life science technology companies, including Dicerna Pharmaceuticals, Sirna Therapeutics, Inc. (acquired by Merck & Co., Inc.), Solexa, Inc. (acquired by Illumina, Inc.), and Xencor, Inc., serving as a director of each of these companies. Dr. Fambrough has also served as a Trustee of Boston Biomedical Research Institute, a not-for-profit organization. Before joining Oxford Bioscience Partners, he was a genomic scientist at the Whitehead/MIT Center for Genome Research (now known as the Broad Institute). Dr. Fambrough graduated from Cornell University and obtained his Ph.D. in genetics at the University of California, Berkeley. We believe that Dr. Fambrough’s executive and management experience, as well as his experience serving as board member at multiple public companies, combined with his experience in the venture capital industry and biotechnology research and development, provide him with the qualifications and skills to serve as a member of our Board.

Mary Kay Fenton has served as a member of our Board since December 2019. Since March 2021, she has served as the Chief Financial Officer of Talaris Therapeutics, Inc., a publicly held cell therapy company. From October 2019 to February 2020, she served as the Vice President of Strategic Operations, Cell & Genetic Therapies at Vertex Pharmaceuticals, Inc. Ms. Fenton joined Vertex

upon completion of the acquisition of Semma Therapeutics, Inc. by Vertex in October 2019. From May 2019 until October 2019, Ms. Fenton served as the Chief Financial Officer and Chief Operating Officer of Semma. From 2006 until December 2018, Ms. Fenton served as Executive Vice President and Chief Financial Officer of Achillion Pharmaceuticals, Inc. and from 2000 until 2006, Ms. Fenton held various roles of increasing responsibility at Achillion. Prior to joining Achillion, Ms. Fenton held various positions within the Technology Industry Group at PricewaterhouseCoopers LLP from 1991 to 2000, including as Senior Manager responsible for the life sciences practice in Connecticut. Ms. Fenton holds an M.B.A. in Finance from the Graduate School of Business at the University of Connecticut and an A.B. in Economics from the College of the Holy Cross. We believe that Ms. Fenton’s extensive executive leadership experience, including as Chief Financial Officer of multiple publicly held companies, and her background in finance and operations provide her with the qualifications and skills to serve on our Board.

Spencer Nam has served as a member of our Board since August 2019. Since January 2019, he has served as a Managing Partner at Kensington-SV Global Innovations LP, a healthcare venture capital fund. Mr. Nam was instrumental in the formation of Kensington-SV Global in 2018 and Mr. Nam has served as a managing director of SV Investment Corp., a Korean healthcare investment firm, since 2017. Prior to joining SV Investment Corp., Mr. Nam was a senior research fellow at the Clayton Christensen Institute for Disruptive Innovation from 2014 through 2017 where he researched disruptive innovation models in the healthcare industry. Previously, he worked as a licensed securities analyst for several Wall Street investment banks where he had research coverage on publicly traded companies in medical devices, diagnostics and life science tools. Prior to his tenure as a securities analyst, Mr. Nam was an associate at TDI Capital, a venture capital firm, where he conducted investment analysis on companies in the life sciences and technology sectors. Prior to TDI Capital, he was a management consultant at Bain & Company. Mr. Nam holds an M.B.A. from Harvard Business School and a B.A. in Mathematics from Harvard College. We believe Mr. Nam is qualified to serve on our Board due to his experience in the healthcare venture capital sector, extensive background in the financial and healthcare industries and his educational background.

Eric H. Rubin, M.D. has served as a member of our Board since June 2021. Dr. Rubin has served as Senior Vice President of Oncology of Merck & Co., Inc., a publicly traded biopharmaceutical company, since January 2018, where he oversees development of Merck’s early oncology pipeline and translational oncology research activities. From 2008 to 2018, Dr. Rubin was Vice President of Oncology at Merck, overseeing clinical oncology development. Dr. Rubin served as Director of the Investigational Therapeutics Division at the Cancer Institute of New Jersey from 1998 to 2008 and as a faculty member at several institutions, including the Dana-Farber Cancer Institute, from 1992 to 1995. He is currently an adjunct professor in the Departments of Medicine and Pharmacology, Robert Wood Johnson Medical School, University of Medicine and Dentistry of New Jersey, a position he has held since 2008. In addition, Dr. Rubin is a member of the Science Policy and Governmental Affairs Committee for the American Association for Cancer Research, a position he has held since 2014. Dr. Rubin was also previously Co-Chair of the Cancer Steering Committee of the Biomarkers Consortium, a public-private research partnership managed by the Foundation for the National Institutes of Health, a position he held from 2015 to 2023, and a member of the National Cancer Moonshot Initiative Blue Ribbon Panel Working Group on Expanding Clinical Trials in 2016. He has an M.D. from the University of South Florida and a B.S. in Mathematics from Tulane University. We believe that Dr. Rubin is qualified to serve on our Board due to his clinical development experience in the field of oncology and leadership experience in the biopharmaceutical industry and in academia.

Barbara Yanni has served as a member of our Board since July 2021. She served as Vice President and Chief Licensing Officer at Merck & Co. from 2001 until her retirement in March 2014, having previously held various roles at Merck, including in corporate development, financial evaluation, and tax. Ms. Yanni currently serves as an independent director for the publicly held biotechnology companies Trevena, Inc., Vaccinex, Inc. and Pharming Group N.V. She is also currently a member of the board of directors of Mesentech, a private biotechnology company. Within the past five years, Ms. Yanni served on the boards of directors of the publicly held biotechnology companies Akcea Therapeutics, Inc. and Abionyx Pharma SA. Ms. Yanni earned a J.D. from Stanford Law School and an A.B. from Wellesley College. She also holds a Masters of Law in Taxation from New York University Law School. We believe that Ms. Yanni is qualified to serve on our Board based on her extensive experience in biotechnology and pharmaceutical business evaluation and transaction execution, as well as her financial and general business knowledge.

Audit Committee and Audit Committee Financial Expert

We have a separately designated standing Audit Committee of the Board established in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee our corporate accounting and financial reporting processes and audits of our financial statements.

Ms. Fenton, Mr. Nam and Ms. Yanni serve as the current members of the Audit Committee, with Ms. Fenton serving as Chair of the Audit Committee. The Board also determined that Ms. Fenton is an “audit committee financial expert” within the meaning of the SEC regulations and applicable listing standards of Nasdaq. Our Board has determined that each of the members of our Audit Committee satisfies the independence requirements under the listing standards of Nasdaq and Rule 10A-3(b)(1) of the Exchange Act.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions. The Code of Business Conduct and Ethics is available in the “Investors & Media/Corporate Governance/Governance Documents” section of our website, www.oncorus.com. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision of the Code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website. The reference to our website does not constitute incorporation by reference of the information contained at or available through our website.

Item 11. Executive Compensation.

For the year ended December 31, 2022, our Chief Executive Officer and our two other most highly compensated officers were:

•

Theodore (Ted) Ashburn, M.D., Ph.D., our President and Chief Executive Officer;

•

Stephen W. Harbin, our Chief Operating Officer and Chief of Staff; and

•

John M. Goldberg, our Chief Medical Officer.

We refer to these executive officers as our named executive officers.

Summary Compensation Table

The following table shows the total compensation awarded to, earned by, or paid to each of our named executive officers for the years ended December 31, 2022 and 2021.


NAME AND PRINCIPAL POSITION	YEAR	SALARY ($)	BONUS ($)		OPTION AWARDS ($)(1)	NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2)	ALL OTHER COMPENSATION ($)(3)	TOTAL ($)
Theodore (Ted) Ashburn, M.D., Ph.D.	2022	558,000	—		308,060	212,738	9,150	1,087,948
President, Chief Executive Officer and	2021	523,000	—		2,252,680	228,813	8,700	3,013,193
Director
Stephen W. Harbin	2022	430,000	215,850	(4)	202,750	131,150	9,150	988,900
Chief Operating Officer and	2021	250,000	—		1,053,341	145,833	7,709	1,456,883
Chief of Staff
John M. Goldberg, M.D.	2022	416,000	—		123,370	126,880	9,150	675,400
Chief Medical Officer(5)

(1) This column reflects the aggregate grant date fair value of option awards granted during the applicable year measured pursuant to Financial Accounting Standard Board Accounting Standards Codification Topic 718, the basis for computing stock-based compensation in our consolidated financial statements. This calculation assumes that the named executive officer will perform the requisite service for the award to vest in full as required by SEC rules. The assumptions we used in valuing options are described in Note 10 to our annual consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 24, 2023. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options.

(2) Reflects performance-based cash bonuses awarded to our named executive officers which were earned in the reported year but paid in the first quarter of the subsequent year. See “—Non-Equity Incentive Plan Compensation” below for a description of the material terms of the program pursuant to which this compensation was awarded.

(3) Amounts in this column represent employer matching contributions to our 401(k) plan.

(4) Consists of (a) special bonus of $175,000 paid to Mr. Harbin in connection with the operational readiness of our facility in Andover, Massachusetts (see “Narrative to Summary Compensation Table—Harbin Special Bonus Opportunity" below) and (b) discretionary bonus of $40,850 reflecting amount awarded in excess of company achievement under our annual performance-based cash bonus program (see “Narrative to Summary Compensation Table—Non-Equity Incentive Plan Compensation" below).

(5) Dr. Goldberg was not a named executive officer for 2021, and as a result his compensation for that year has been omitted pursuant to applicable SEC rules and regulations.

Narrative to Summary Compensation Table

The Compensation Committee of our Board has historically determined our executives’ compensation and determines the compensation of our named executive officers. Our Compensation Committee typically reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion, the Compensation Committee then approves the compensation of each executive officer after discussions without members of management present. Any adjustments to the compensation of the Chief Executive Officer as well as any equity awards to be granted to the Chief Executive Officer are approved by the Board. We generally do not provide perquisites or personal benefits to our named executive officers that are not available to our employees generally.

Annual Base Salary

The annual base salaries of our named executive officers are generally reviewed, determined and approved by our Compensation Committee (and by our Board, in the case of the Chief Executive Officer) on an annual basis in order to compensate our named executive officers for the satisfactory performance of their respective duties. Annual base salaries are intended to provide a fixed component of compensation to our named executive officers, reflecting their skill sets, experience, roles and responsibilities. Base salaries for our named executive officers have generally been set at levels deemed necessary to attract and retain individuals with superior talent.

The following table sets forth the annual base salaries for each of our named executive officers for 2022:


NAME		2022 BASE SALARY ($)
Theodore (Ted) Ashburn, M.D., Ph.D.		558,000
President, Chief Executive Officer and Director
Stephen W. Harbin		430,000
Chief Operating Officer and Chief of Staff
John M. Goldberg, M.D.		416,000
Chief Medical Officer

The 2022 salaries for Drs. Ashburn and Goldberg were increased modestly from the prior year to reflect cost of living increases, while Mr. Harbin’s salary was increased to reflect his full-time service to our company, as his prior year salary contemplated part-time employment. In February 2023, the Compensation Committee determined to keep base salaries for the named executive officers at their 2022 levels subject to further review later in the year.

Non-Equity Incentive Plan Compensation

We seek to motivate and reward our executives for achievements relative to our corporate goals and expectations for each fiscal year. Each of our named executive officers is eligible to receive an annual performance bonus based on the achievement of individual and company-wide annual performance goals as determined by our Compensation Committee. Each officer is assigned a target bonus expressed as a percentage of his base salary, as set forth in the table below, with no change between 2022 and 2023 for any of the named executive officers. For Dr. Ashburn and Mr. Harbin, there was also no change between 2021 and 2022; for Dr. Goldberg, his bonus target percentage increased from 35% in 2021 as a result of his promotion to Chief Medical Officer in February 2022.


Name		Bonus Target (%)
Theodore (Ted) Ashburn, M.D., Ph.D.		50
Stephen W. Harbin		40
John M. Goldberg, M.D.		40

Our 2022 corporate goals emphasized the positive clinical data from our clinical trial of our product candidate ONCR-177, progressing our product candidate ONCR-021 toward submission of an investigational new drug application with the U.S. Food and

Drug Administration, nominating a clinical candidate for our ONCR-GBM development program, the achievement of specified financing and business development targets, and our ability to manage our business within our forecasted budget. The Board, upon the recommendation of the Compensation Committee, determined that the percentage attainment of our corporate goals for 2022 was 76.25%. As a result, Dr. Ashburn and Dr. Goldberg were each paid 76.25% of his respective target bonus amount. These bonus amounts are reflected in the column of the Summary Compensation Table above titled “Non-Equity Incentive Plan Compensation” for 2022. The Compensation Committee used its discretion to award Mr. Harbin 100% of his target bonus amount, in recognition of the completion and operational readiness of our Andover, Massachusetts manufacturing facility in 2022. An amount equal to 76.25% of Mr. Harbin’s target bonus amount is reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above for 2022, with the remaining 23.75% included in the “Bonus” column for 2022.

Harbin Special Bonus Opportunity

In February 2022, the Compensation Committee approved a one-time special bonus for Mr. Harbin in the amount of $350,000. The Compensation Committee determined that this bonus opportunity was appropriate in light of Mr. Harbin’s lower base salary for 2021, which was in contemplation of part-time employment, and in recognition of his full-time efforts during the year. One-half of the bonus was paid to Mr. Harbin in November 2022 in connection with the operational readiness of our facility in Andover, Massachusetts. In the event that we achieve specified financial milestones related to our financing activities prior to June 30, 2023, Mr. Harbin will be entitled to receive the remainder of the bonus opportunity; otherwise, the remainder will be paid on June 30, 2023, subject to Mr. Harbin’s continued employment with us. In the event Mr. Harbin’s employment is terminated for any reason, including in connection with or as a result of a change of control, he will forfeit any unpaid portion of the bonus. In the event that Mr. Harbin’s employment terminates after achievement of a specified milestone for which a portion of the bonus is earned, such amount paid to Mr. Harbin will not be subject to clawback by us or forfeiture by Mr. Harbin.

Equity Incentives

Although we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, or any formal equity ownership guidelines applicable to them, we believe that equity grants provide our executives with a strong link to our long-term corporate performance, create an ownership culture and help align the interests of our executives with those of our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our executive officers to remain employed by us during the vesting period. Accordingly, our Compensation Committee periodically reviews the equity incentive compensation of our executive officers and from time to time may grant or, in the case of the Chief Executive Officer, may make a recommendation to our Board to grant equity incentive awards in the form of stock options and restricted stock awards.

We use stock options and restricted stock awards to compensate our executive officers in the form of initial grants in connection with the commencement of employment and also at other various times during their employment. Stock options and restricted stock awards are granted to our executive officers by the Compensation Committee or by our Board. None of our executive officers is currently party to an employment agreement that provides for automatic award of stock options or restricted stock awards. We have granted stock options and restricted stock awards to our executive officers with time-based vesting. The options and restricted stock awards that we have granted to our executive officers typically become exercisable as to 25% of the shares underlying the option or vest with respect to 25% of the restricted shares, as the case may be, on the first anniversary of the grant date, and as to an additional 1/48th of the original number of shares underlying the option or restricted shares, as the case may be, monthly thereafter. Vesting rights of stock options cease upon termination of employment and exercise rights cease shortly after termination, except that exercisability is extended in the case of death or disability. Vesting rights of restricted stock awards cease upon termination of employment and we have a right to repurchase unvested restricted shares within a limited period of time following termination of employment. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including no voting rights and no right to receive dividends or dividend equivalents. Prior to vesting of restricted stock awards, the holder generally has rights as a stockholder with respect to the restricted shares, including voting rights and the right to receive dividends on vested shares or dividend equivalents, subject to certain exceptions.

In March 2022, we granted options to purchase shares of our common stock under our 2020 Equity Incentive Plan (the "2020 Plan") to our named executive officers in the amounts listed below. Each of these options is exercisable at a price per share equal to the closing trading price of our common stock on the grant date and vested as to 25% of the underlying shares on the first anniversary of the grant date, with the remainder vesting in equal monthly installments over 36 months thereafter, subject to the named executive officer's continuous service through each applicable vesting date.

Name

Number of shares
of Common Stock 
Underlying Options
Granted in March 2022


Theodore (Ted) Ashburn, M.D., Ph.D.		211,000
Stephen W. Harbin		237,500
John M. Goldberg, M.D.		84,500

Mr. Harbin received a second option grant in November 2022 to purchase 150,000 shares of our common stock. This option has an exercise price equal to the closing trading price of our common stock on the grant date and vested as to one-half of the shares on March 31, 2023, with the remainder scheduled to vest on December 31, 2023, subject to Mr. Harbin’s continuous service with us through that date.

In February 2023, the Compensation Committee determined not to make further equity grants for 2023, subject to review later in the year.

Outstanding Equity Awards as of December 31, 2022

The following table provides information regarding stock options held by our named executive officers that were outstanding as of December 31, 2022. None of our named executive officers held other equity awards at the end of 2022.


	OPTION AWARDS
NAME	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE		OPTION EXERCISE PRICE ($)	OPTION EXPIRATION DATE(1)
Theodore (Ted) Ashburn, M.D., Ph.D.	350,421	—		1.81	11/13/2028
	277,261	63,984	(2)	5.32	9/16/2029
	68,588	58,036	(3)	15.00	9/30/2030
	87,062	111,938	(4)	15.85	2/28/2031
	—	211,000	(5)	2.00	3/1/2032
Stephen W. Harbin	2,068	—		3.87	8/14/2029
	1,163	905	(6)	14.99	9/21/2030
	84,500	84,500	(7)	27.99	12/6/2030
	—	113,000	(8)	27.99	12/6/2030
	32,672	54,453	(9)	16.79	6/14/2031
	—	87,500	(5)	2.00	3/1/2032
	—	150,000	(10)	0.67	11/1/2032
John M. Goldberg, M.D.	65,073	—		1.81	2/27/2029
	43,597	10,061	(2)	5.32	9/16/2029
	33,850	20,011	(11)	7.01	6/10/2030
	30,487	25,798	(3)	15.00	10/1/2030
	26,715	34,348	(4)	15.85	2/28/2031
	—	84,500	(5)	2.00	3/1/2032

(1) In each case the option expiration date is ten years after the date of grant.

(2) 25% of the shares subject to the option vested on September 17, 2020, and 1/36th of the remaining shares subject to the option vested or shall vest each month thereafter, subject to the officer's continued service through each such date.

(3) 25% of the shares subject to the option vested on September 15, 2021, and 1/36th of the remaining shares subject to the option vested or shall vest each month thereafter, subject to the officer's continued service through each such date.

(4) 25% of the shares subject to the option vested on March 1, 2022, and 1/36th of the remaining shares subject to the option vested or shall vest each month thereafter, subject to the officer's continued service through each such date.

(5) 25% of the shares subject to the option vested on March 1, 2023, and 1/36th of the remaining shares subject to the option vested or shall vest each month thereafter, subject to the officer's continued service through each such date.

(6) 25% of the shares subject to the option vested on September 23, 2021, and 1/36th of the remaining shares subject to the option vested or shall vest each month thereafter, subject to the officer's continued service through each such date.

(7) 25% of the shares subject to the option vested on December 7, 2021, and 1/36th of the remaining shares subject to the option vested or shall vest each month thereafter, subject to the officer's continued service through each such date.

(8) This option vests in full on December 7, 2024, subject to the officer’s continued service through such date. In addition, the option is subject to accelerated vesting as follows: (a) 1/3 of the underlying shares shall vest on the date that the first oHSV GMP batch is released for clinical use at our manufacturing facility, (b) 1/3 of the underlying shares shall vest on the date that the first Synthetic GMP batch is released for clinical use at our manufacturing facility and (c) 1/3 of the underlying shares shall vest on the date that three consecutive commercially-viable validation runs generating ONCR-177 drug product available for commercial use are completed, subject to the officer's continued service through each such date.

(9) 25% of the shares subject to the option vested on June 15, 2022, and 1/36th of the remaining shares subject to the option vested or shall vest each month thereafter, subject to the officer's continued service through each such date.

(10) 50% of the shares subject to the option vested on March 31, 2023, and 50% of the shares subject to the option shall vest on December 31, 2023, subject to the officer's continued service through each such date.

(11) 25% of the shares subject to the option vested on June 10, 2021, and 1/36th of the remaining shares subject to the option shall vested or shall vest each month thereafter, subject to the officer's continued service through each such date.

Employment Agreements and Potential Payments and Benefits Upon Termination or Change in Control

Below are descriptions of our employment agreements and arrangements with our named executive officers. The agreements generally provide for at-will employment without any specific term and set forth the named executive officer’s initial base salary, annual target bonus and severance benefits upon a qualifying termination of employment or change in control of our company. Each named executive officer is also eligible to participate in all employee benefit plans that are generally available to our employees. Furthermore, each of our named executive officers has executed our standard form of proprietary information and inventions assignment agreement. The key terms of the employment agreements with our named executive officers, including potential payments upon termination or change in control, are described below.

Theodore (Ted) Ashburn, M.D., Ph.D. We entered into an employment agreement with Dr. Ashburn in July 2018 setting forth the terms of his employment, which was subsequently amended in November 2018 and April 2020 and then amended and restated in October 2020 in connection with our IPO. Dr. Ashburn was entitled to a base salary of $500,000 as of October 2020, subject to such adjustments as are determined necessary or appropriate by the Board. Dr. Ashburn is also eligible to receive an annual performance bonus based on his achievement of performance objectives set by our Board, after consultation with Dr. Ashburn, as well as overall company and individual performance. Upon the 2020 amendment and restatement of his employment agreement, Dr. Ashburn’s target bonus amount was set at 50% of his base salary.

Dr. Ashburn’s amended and restated employment agreement also provides for certain severance benefits. In the event of a termination without cause or for good reason, not in connection with a change in control (each term as defined in his employment agreement), Dr. Ashburn is entitled to receive cash severance payments equal to 12 months of base salary, payment by us of the cost of up to 12 months of COBRA continuation coverage, any earned but unpaid annual bonus from the year prior to the year of the termination, accelerated vesting of any outstanding time-based equity awards that would have vested in the 12 months following the date of termination, and an additional severance payment equal to a pro rata portion of Dr. Ashburn’s target annual bonus for the year in which the termination occurs. In the event of a termination without cause or for good reason within 60 days prior to or 12 months following a change in control, Dr. Ashburn would be entitled to receive 18 months of cash severance, up to 18 months of COBRA continuation coverage and full accelerated vesting of all outstanding equity awards.

Stephen W. Harbin. We entered into an employment agreement with Mr. Harbin in December 2020 setting forth the terms of his employment. Mr. Harbin was entitled to an annual base salary of $250,000 in 2021, in exchange for his commitment to providing services to us approximately three days per week. As described above, his salary was increased in 2022 in recognition that he is now employed by us on a full-time basis. Mr. Harbin is eligible to receive a target annual bonus per calendar year in an amount up to 40% of his annual base salary. In addition to the equity awards described above in connection with his initial employment, Mr. Harbin is eligible to receive future annual stock option awards as may be determined by the Board or Compensation Committee in its discretion in accordance with the terms of any applicable equity plan or arrangement that may be in effect from time to time.

Mr. Harbin’s employment agreement also provides for certain severance benefits. In the event of a termination without cause or for good reason, not in connection with a change in control (each term as defined in his employment agreement), Mr. Harbin is entitled to receive cash severance payments equal to 12 months of base salary, payment by us of the cost of up to 12 months of COBRA

continuation coverage, and accelerated vesting of any outstanding time-based equity awards that would have vested in the 12 months following the date of termination. In the event of a termination without cause or for good reason within 60 days prior to or 12 months following a change in control, in addition to the severance benefits for a non-change in control termination, Mr. Harbin would receive full accelerated vesting of all outstanding equity awards.

John M. Goldberg, M.D. We entered into an offer letter with Dr. Goldberg in September 2018 setting forth the terms of his employment. In connection with his promotion to Chief Medical Officer in February 2022, we entered into an amended and restated employment agreement with Dr. Goldberg under which he was entitled to an annual base salary of $416,000, subject to such future adjustments as are determined necessary or appropriate by the Board. In connection with his promotion in February 2022, Dr. Goldberg's annual target bonus was increased from 35% to 40%. Dr. Goldberg is eligible to receive stock option or other equity awards as may be determined by the Board or Compensation Committee in its discretion in accordance with the terms of any applicable equity plan or arrangement that may be in effect from time to time.

Dr. Goldberg's employment agreement also provides for certain severance benefits. In the event of a termination without cause or for good reason, not in connection with a change in control (each term as defined in his employment agreement), Dr. Goldberg is entitled to receive cash severance payments equal to 12 months of base salary, payment by us of the cost of up to 12 months of COBRA continuation coverage, any earned but unpaid annual bonus from the year prior to the year of the termination, and accelerated vesting of any outstanding time-based equity awards that would have vested in the 12 months following the date of termination. In the event of a termination without cause or for good reason within 60 days prior to or 12 months following a change in control, in addition to the severance benefits for a non-change in control termination, Dr. Goldberg is entitled to receive full accelerated vesting of all outstanding equity awards.

SEC Form 10-K/A filed by Oncorus Inc. (Amendment)