Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
Transition of Neal Walker from Chief Executive Officer to Chair
of the Board of Directors
On November 18, 2022, Dr. Walker
notified Aclaris Therapeutics, Inc. (the “Company”) that he will resign from his position as Chief
Executive Officer of the Company, effective December 31, 2022. Dr. Walker’s resignation was not the result of any
disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On November 21,
2022, the Company’s Board of Directors (the “Board”) appointed Dr. Walker as the Chair of the
Board, effective January 1, 2023. Christopher Molineaux will assume the role of Lead Independent Director on
January 1, 2023. Dr. Walker currently serves as a member of the Board and Mr. Molineaux currently serves as the
Chair of the Board.
In connection with Dr. Walker’s transition,
on November 22, 2022, the Company and Dr. Walker entered into a letter agreement (the “Walker Transition Agreement”)
containing the following benefits: (a) continued vesting of all of Dr. Walker’s outstanding option awards through December 31,
2024 and restricted stock unit awards through December 31, 2023, subject to Dr. Walker’s continued service on the Board; and (b) as set forth in Dr. Walker’s employment agreement, Dr. Walker will remain eligible for
an annual bonus for his services in 2022 and be paid for all accrued salary and accrued, unused vacation as of December 31, 2022,
less applicable deductions. Dr. Walker will also be eligible to receive annual equity awards pursuant to the Company’s non-employee
director compensation policy beginning in 2024.
The foregoing
description of the Walker Transition Agreement is not complete and is qualified in its entirety
by reference to the Walker Transition Agreement, which the Company intends to file as an
exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2022.
Retirement of Frank Ruffo as Chief Financial Officer and Corporate
Secretary
On November 21, 2022, Mr. Ruffo notified
the Company that he will retire from his positions as Chief Financial Officer and Corporate Secretary of the Company, effective December 31,
2022. Mr. Ruffo intends to continue with the Company in a consultant role through March 2, 2023. Mr. Ruffo’s
retirement was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies
or practices.
(c)(d)(e)
Appointment of Douglas Manion
as Chief Executive Officer and Director
On November 21, 2022, the
Board appointed Douglas Manion, age 62, M.D., FRCP (C), as the Company’s Chief Executive Officer effective January 1,
2023, in addition to his role as President which he has held since August 2022. The Board also appointed Dr. Manion to the
Board to serve as a Class I director to hold office until the 2025 annual meeting of stockholders and until his successor is
duly elected and qualified, or his earlier death, resignation or removal, effective January 1, 2023. Biographical information
about Dr. Manion is contained in the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 1, 2022 and is incorporated herein by reference.
There is
no arrangement or understanding between Dr. Manion and any other person pursuant to which he was selected as an officer or director
of the Company, and there is no family relationship between Dr. Manion and any of the Company’s directors or other executive
officers. There are no related party transactions between Dr. Manion and the Company that would require disclosure under Item 404(a) of
Regulation S-K.
Dr. Manion
has previously entered into the Company’s standard form of indemnification agreement.
Appointment of Kevin Balthaser as Chief Financial Officer
On November 21, 2022, the Board appointed
Kevin Balthaser as the Company’s Chief Financial Officer, effective as of January 1, 2023. Mr. Balthaser will also begin
serving as the Company’s principal financial officer and principal accounting officer as of January 1, 2023.
Mr. Balthaser, age 35, has served in
various roles at the Company of increasing responsibility since 2017, most recently as Vice President, Finance from
January 2022 to present. Prior to joining the Company, Mr. Balthaser held various positions within the accounting and
finance department at Lannett Company, Inc., a publicly traded generic pharmaceutical company, from 2012 to 2017.
Mr. Balthaser began his career at PricewaterhouseCoopers LLP. Mr. Balthaser holds a B.S. in finance from Pennsylvania
State University and a M.B.A. from Villanova University. Mr. Balthaser is a certified public accountant in Pennsylvania.
There are no arrangements or understandings between
Mr. Balthaser and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship
between Mr. Balthaser and any of the Company’s other directors or executive officers. There
are no related party transactions between Mr. Balthaser and the Company that would require
disclosure under Item 404(a) of Regulation S-K.