{"url_path":"/sec/engnw/8-k/2026-06-15/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":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1980845/0001193125-26-270384-index.html","accession_number":"0001193125-26-270384","cik":"0001980845","ticker":"ENGN","issuer_name":"enGene Therapeutics Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1980845/0001193125-26-270384-index.html","primary_entity_key":"0001980845","primary_entity_name":"enGene Therapeutics Inc."},"word_count":939,"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\nResignation of Chief Medical Officer\n\nOn June 13, 2026, Dr. Hussein Sweiti notified the Company of his resignation from his position as Chief Medical Officer and Head of Research and Development of the Company, with his resignation to be effective as of June 14, 2026. The Company expects to enter into an agreement with Dr. Sweiti providing for a general release and waiver of claims against the Company, after which Dr. Sweiti will be entitled to receive the severance benefits under his Amended and Restated Employment Agreement with enGene USA, Inc., effective May 6, 2026, as described in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 7, 2026.\n\nStrategic Restructuring\n\n \n\nThe information set forth in Item 2.05 of this Current Report on Form 8-K is incorporated herein by reference as if set forth herein.\n\nSeparation of Chief Financial Officer\n\nIn connection with the strategic restructuring, on June 15, 2026, the Company announced that its Chief Financial Officer, Ryan Daws, will depart the Company effective July 15, 2026 (the “Daws Separation Date”). The Company, through its subsidiary, enGene USA, Inc. (“enGene USA”), expects to enter into a separation and general release agreement with Mr. Daws (the “Daws Separation\n\n \n\n \n\nAgreement”), that will supplement the Amended and Restated Employment Agreement, dated June 10, 2025, between Mr. Daws and enGene USA.\n\nIf the parties enter into the Daws Separation Agreement, in exchange for his execution and non-revocation of a customary release, Mr. Daws will be entitled to (i) continuation of his base salary for a period of twelve months, in a total amount of $517,880, to be paid over the length of such term; (ii) subject to Mr. Daws’ continued copayment of health insurance premium amounts, a monthly payment equal to the employer payment toward twelve months of continued health insurance benefits, (iii) payment of a prorated portion of his 2026 target annual bonus and (iv) acceleration and vesting of any then unvested time-based equity awards that would have vested in the twelve-month period following the Separation Date.\n\nIf the parties enter into the Daws Separation Agreement, the Company intends to file a copy of such agreement as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended July 31, 2026.\n\nAppointment of Principal Financial Officer and Principal Accounting Officer\n\nOn June 14, 2026, the Board appointed Kathleen Richton as Senior Vice President, Finance of the Company, with her appointment to become effective on or about July 16, 2026. Upon her appointment, Ms. Richton will succeed Mr. Daws as principal financial officer and principal accounting officer of the Company.\n\nMs. Richton, 48, has served as Vice President, Controller of the Company since March 2026. Ms. Richton also served as Executive Director of Finance of the Company from January 2025 to March 2026. Prior to joining the Company, Ms. Richton served as Vice President, Controller at Sumitomo Pharma America from September 2020 to July 2023. Earlier in her career, Ms. Richton spent over 15 years at Sunovion Pharmaceuticals, where she held positions of increasing responsibility within the finance organization, most recently serving as Executive Director, Corporate Financial Planning & Strategic Analysis from 2017 to 2020. Ms. Richton holds a B.Sc. in Accountancy and a M.S. in Accounting Information Systems from Bentley University and is a Certified Public Accountant in Massachusetts.\n\nThe Company, through its subsidiary enGene USA, expects to enter into an employment agreement with Ms. Richton, to be effective on or about July 15, 2026 (the “Richton Employment Agreement”). If the parties enter into the Richton Employment Agreement, it is anticipated such agreement will have no fixed term and be terminable at will, and will entitle Ms. Richton to an annual base salary of $370,000, to an annual 35% bonus opportunity, and to participate in employee benefit plans. In addition, (a) upon the termination of Ms. Richton’s employment by enGene USA without Cause (as defined in the Richton Employment Agreement) or by Ms. Richton for Good Reason (as defined in the Richton Employment Agreement), Ms. Richton will be entitled to receive post-termination severance benefits from enGene USA consisting of (i) twelve months’ base salary, (ii) twelve months of continued health insurance benefits, (iii) a prorated portion of her annual bonus, if such termination occurs six months or more into the applicable performance period for such annual bonus, and (iv) acceleration and vesting of any then unvested time-based equity awards that would have vested in the twelve-month period following such termination; and (b) upon the termination of Ms. Richton by enGene USA without Cause or by Ms. Richton for Good Reason during a change in control period, which includes the ninety days prior to and twelve months following a change in control, the Company expects that Ms. Richton will be entitled to receive post-termination severance benefits from enGene USA consisting of (i) twelve months’ base salary, (ii) an amount equal to her annual bonus opportunity at the target level, (iii) twelve months of post-termination health insurance benefits; and (iv) acceleration and vesting of all then unvested time-based equity awards. In addition, the Company expects that the Richton Employment Agreement will provide for standard restrictive covenant obligations for Ms. Richton, including a noncompete and nonsolicit obligation which will run while employed and for twelve months thereafter.\n\nIf the parties enter into the Richton Employment Agreement, the Company intends to file a copy of such agreement as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended July 31, 2026."}