{"url_path":"/sec/aura/8-k/2026-08-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1501796/0001193125-26-343408-index.html","accession_number":"0001193125-26-343408","cik":"0001501796","ticker":"AURA","issuer_name":"Aura Biosciences, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1501796/0001193125-26-343408-index.html","primary_entity_key":"0001501796","primary_entity_name":"Aura Biosciences, Inc."},"word_count":1578,"has_tables":true,"body_markdown":"## Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers\n\nAppointment of Chief Operating Officer\n\nOn August 6, 2026, the Board appointed Susan Abu-Absi, Ph.D., age 52, as the Company’s Chief Operating Officer, effective as of August 10, 2026 (the “Start Date”). Prior to joining the Company, Dr. Abu-Absi served as Chief Operating Officer at Be Biopharma, Inc. from February 2025 to June 2026, where she led the company's operational strategy and execution. Prior to Be Biopharma, Dr. Abu-Absi was Chief Technology Officer at 2seventy bio, Inc. from November 2021 to May 2024, leading technical development, supply and quality. Previously, Dr. Abu-Absi was Senior Vice President, Technical Development & Operations at bluebird bio, Inc. from January 2019 to November 2021, and earlier in her career held senior leadership roles at Bristol Myers Squibb and Bayer Healthcare. Dr. Abu-Absi holds a Ph.D. in Chemical Engineering from the University of Minnesota and a B.S. in Chemical Engineering from the University of Toledo.\n\nIn connection with her appointment as Chief Operating Officer, Dr. Abu-Absi entered into an offer letter (the “Abu-Absi Employment Offer Letter”), effective as of the Start Date, setting forth the terms of her employment with the Company. Pursuant to the Abu-Absi Employment Offer Letter, Dr. Abu-Absi will be paid an annual base salary of $520,000. Following the end of each calendar year, Dr. Abu-Absi will be eligible to receive a discretionary annual performance bonus with a target of 45% of her then annual base salary based upon the Board’s assessment of the Company’s achievement of its performance goals and Dr. Abu-Absi’s continued employment with the Company. Dr. Abu-Absi is also eligible to participate in the Severance Plan as a Tier Two Executive (as defined in the Severance Plan), which provides for severance payments and benefits to Dr. Abu-Absi in the event that the Company terminates her employment without Cause or if Dr. Abu-Absi resigns with Good Reason (each as defined in the Severance Plan). The foregoing description of the Severance Plan does not purport to be complete and is qualified in its entirety by the full text of the Severance Plan, a copy of which was filed with the SEC as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (File No. 001-40971) as filed with the SEC on November 12, 2024.\n\nIn connection with her appointment as the Company’s Chief Operating Officer and as an inducement to entering into the Abu-Absi Employment Offer Letter, the Company intends to grant Dr. Abu-Absi an equity award of approximately 400,000 shares of the Company’s common stock, comprised of approximately 60 percent a stock option to purchase shares of the Company’s common stock (the “Abu-Absi Option Award”) and 40 percent restricted stock units for shares of the Company’s common stock (“Abu-Absi RSUs”), in each case, based on the grant-date fair value and as determined by the Board. Both the Abu-Absi Option Award and the Abu-Absi RSUs are expected to be approved by the Compensation Committee of the Board without stockholder approval pursuant the Inducement Award Exception, will be granted outside of the 2021 Plan and will be subject to terms substantially similar to the 2021 Plan and the forms of award agreements thereunder. The exercise price of the Abu-Absi Option Award will equal the fair market value of the Company’s common stock on The Nasdaq Global Market on the date of grant. The Abu-Absi Option Award will vest as follows: 25% shall vest and become exercisable on the first anniversary of the Effective Date, and 2.0834% shall vest and become exercisable on a monthly basis thereafter over the following 36 months, subject to Dr. Abu-Absi’s continued service as of each vesting date. The Abu-Absi RSUs will vest as follows: 25% shall vest on the first anniversary of the 15th of the month in which grant occurs (the “First Vesting Date”), and 25% shall vest on each of the first year anniversary, second year anniversary, and third year anniversary of the First Vesting Date, subject to Dr. Abu-Absi’s continued service as of each vesting date.\n\nIn addition, Dr. Abu-Absi has entered into an indemnification agreement with the Company, the form of which was filed with the SEC as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-260156) as initially filed with the SEC on October 8, 2021 and declared effective on October 28, 2021, pursuant to which the Company may be required, among other things, to indemnify Dr. Abu-Absi for certain expenses (including reasonable attorneys’ fees), judgments, fines, penalties, excise taxes and settlement amounts actually and reasonably incurred by her in any action or proceeding arising out of her service as an officer or director of the Company. Dr. Abu-Absi has also entered into an agreement with the Company that contains a non-solicitation provision that apply during and for one year following her employment with the Company, an invention assignment provision, and a non-disclosure provision that applies during and following her employment with the Company.\n\nThere are currently no arrangements or understandings between Dr. Abu-Absi and any other person pursuant to which Dr. Abu-Absi was appointed as Chief Operating Officer of the Company and there are no family relationships between Dr. Abu-Absi and any of the Company’s directors or executive officers. There are currently no transactions in which Dr. Abu-Absi has an interest requiring disclosure under Item 404(a) of Regulation S-K.\n\nThe foregoing description of the Abu-Absi Employment Offer Letter does not purport to be complete and is qualified in its entirety by the full text of the Abu-Absi Employment Offer Letter, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.\n\nDeparture of Chief Financial and Business Officer\n\nOn August 10, 2026, the Company and Anthony Gibney, the Company’s Chief Financial and Business Officer, entered into a Separation Agreement (the “Gibney Separation Agreement”), effective as of September 1, 2026 (the “Gibney Separation Date”). The Gibney Separation Agreement provides that Mr. Gibney will receive continued salary through the Gibney Separation Date subject to Mr. Gibney’s performance of certain Transition Services (as defined in the Gibney Separation Agreement).\n\nSubject to entering into a release of claims in favor of the Company, under the Gibney Separation Agreement, Mr. Gibney will be entitled to receive (i) severance pay equal to continuation of his annual base salary for nine (9) months immediately following the Effective Date (as defined in the Gibney Separation Agreement), (ii) subject to Mr. Gibney’s timely election to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and copayment of premium amounts at the applicable active employees’ rate, a monthly payment equal to the amount that the Company would have paid to provide health insurance to Mr. Gibney until the earlier of June 30, 2027, eligibility for medical care coverage through other employment or termination of eligibility under COBRA. The Gibney Separation Agreement also includes customary confidentiality and non-disparagement provisions.\n\nAdditionally, pursuant to a Consulting Agreement with the Company, effective as of the Gibney Separation Date (the “Gibney Consulting Agreement”), Mr. Gibney will provide consulting services to the Company beginning on the Gibney Separation Date through May 31, 2027 (such period, the “Consulting Period”). Pursuant to the Gibney Consulting Agreement, subject to Mr. Gibney entering into a release of claims in favor of the Company, Mr. Gibney’s previously granted equity awards outstanding as of the Termination Date shall continue to vest during the Consulting Period; provided that if the Company terminates the Gibney Consulting Agreement for Cause (as defined in the Gibney Consulting Agreement) or if Mr. Gibney terminates the Gibney Consulting Agreement for any reason, such equity awards shall immediately cease vesting.\n\nThe foregoing descriptions of the Gibney Consulting Agreement and the Gibney Separation Agreement do not purport to be complete and are qualified in their entirety by the full text of the Gibney Consulting Agreement and the Gibney Separation Agreement, respectively, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.\n\nAppointment of Interim Principal Financial Officer\n\nIn connection with Mr. Gibney’s departure, on August 6, 2026, the Board appointed Amy Elazzouzi as the Company’s Senior Vice President, Finance, Treasurer and Secretary, effective as of September 2, 2026 (the “Elazzouzi Effective Date”). In addition, the Board confirmed that, effective as of the Elazzouzi Effective Date, Ms. Elazzouzi will serve as the Company’s interim principal financial officer until such time as the Board appoints a Chief Financial Officer of the Company.\n\nMs. Elazzouzi, age 53, currently serves as the Company’s Senior Vice President of Finance, Treasurer and Secretary, and principal accounting officer, and has served in various roles with the Company since 2015. Prior to joining the Company, Ms. Elazzouzi served as Director of Finance and Operations at KEW Group, Inc. and Controller at AVEO Pharmaceuticals, Inc. Ms. Elazzouzi holds an MBA from Northeastern University and a BA from Regis College.\n\nThere are currently no arrangements or understandings between Ms. Elazzouzi and any other person pursuant to which Ms. Elazzouzi was appointed as the Company’s interim principal financial officer of the Company, and there are no family relationships between Ms. Elazzouzi and any of the Company’s directors or executive officers. There are currently no transactions in which Ms. Elazzouzi has an interest requiring disclosure under Item 404(a) of Regulation S-K."}