AXLA Axcella Health Inc

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Margaret Koziel, M.D. as Senior Vice President and Chief Medical Officer

On December 6, 2021, Axcella Health Inc. (the “Company” or “Axcella”), doing business as “Axcella Therapeutics,” announced that Margaret Koziel, M.D., has been appointed to serve as the Company’s Senior Vice President and Chief Medical Officer, effective as of December 1, 2021 (the “Effective Date”).

Dr. Koziel who previously served as Vice President, Clinical Development, joined Axcella in 2019, bringing a wealth of leadership experience within both biopharma and academia. Before joining Axcella, she held positions of increasing responsibility at Kaleido Biosciences, Inc., Vertex Pharmaceuticals, Inc., and the Novartis Institute for BioMedical Research (NIBR), working across the full spectrum of clinical development, from target selection through Phase 4 trials. Dr. Koziel has also served as a Professor and Assistant Vice Provost for Clinical Research at the University of Massachusetts Medical School, staff physician at the Beth Israel Deaconess Medical Center and Associate Professor of Medicine at Harvard Medical School. Dr. Koziel has published nearly 90 papers in journals such as the New England Journal of Medicine and The Journal of Clinical Investigation. She obtained her B.A. and M.D. from Dartmouth and her postgraduate medical training at New England Deaconess Hospital and Massachusetts General Hospital, affiliates of Harvard Medical School.

Employment Agreement with Dr. Koziel

In connection with her appointment as Senior Vice President and Chief Medical Officer, Dr. Koziel and the Company entered into an Employment Agreement, dated December 1, 2021 (the “Koziel Employment Agreement”).

Pursuant to the terms of the Koziel Employment Agreement, Dr. Koziel will receive an annual base salary of $415,000 and is eligible to receive an annual target bonus of 40% of her annual base salary, based on achievement of certain individual and corporate milestones to be determined and approved by the Board of Directors of the Company (the “Board”). In connection with her promotion, subject to the approval of the Board, Dr. Koziel will also receive an option to purchase 75,000 shares of the Company’s common stock, with 25% of such shares vesting on the first anniversary of the Effective Date and the remaining shares vesting in 12 equal quarterly installments thereafter, subject to Dr. Koziel’s continued service to the Company. Dr. Koziel’s employment is “at will” and may be terminated at any time by the Company or Dr. Koziel.

The foregoing description of the Koziel Employment Agreement is not complete and is qualified in its entirety by the copy thereof which is attached as Exhibit 10.1 and incorporated herein by reference.