GYRE THERAPEUTICS, INC. (GYRE): CEO Ying Luo, Ph.D. compensation terms

Events in this filing

Item 5.02 as filed

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 16, 2026, Gyre Therapeutics, Inc. (“Gyre”) entered into an employment agreement with Ying Luo, Ph.D. (the “Luo Employment Agreement”), to
continue to serve as Gyre’s Chief Executive Officer. The Luo Employment Agreement provides for Dr. Luo’s at-will employment and an annual base salary of $500,000, an annual bonus to be determined annually by the Board of Directors of Gyre (the
“Board”) or the Compensation Committee of the Board (the “Compensation Committee”) targeted at $150,000 for 2026, as well as his ability to participate in Gyre’s employee benefit plans generally. In the event of the termination of Dr. Luo’s
employment by Gyre without “Cause” or by Dr. Luo for “Good Reason” (as each such term is defined in the Luo Employment Agreement), subject to Dr. Luo’s execution without revocation of a release of claims against Gyre and its subsidiaries, Dr. Luo
will be entitled to: (i) an amount equal to Dr. Luo’s then-current base salary, paid in installments over six months, (ii) for up to twelve months, reimbursement of premium payments, as if Dr. Luo had remained an active employee, for any COBRA
coverage that he timely elects and (iii) accelerated vesting of the portion of any outstanding equity awards held by Dr. Luo as of the termination date that were scheduled to vest during the twelve-month period following Dr. Luo’s termination date,
had he remained employed during such time. In the event of the termination of Dr. Luo’s employment by Gyre without “Cause” or by Dr. Luo for “Good Reason” within three months prior to or twelve months after a change of control of Gyre, subject to Dr.
Luo’s execution without revocation of a release of claims against Gyre and its subsidiaries, Dr. Luo will be entitled to: (a) a lump sum payment in an amount equal to Dr. Luo’s then-current annual base salary and target annual bonus for the year of
termination, (b) for up to twelve months, reimbursement of premium payments, as if Dr. Luo had remained an active employee, for any COBRA coverage that he timely elects and (c) accelerated vesting of any outstanding equity awards held by Dr. Luo as
of the termination date.
On October 16, 2026, Gyre entered into an employment agreement with Thomas Eastling (the “Eastling Employment Agreement”), to continue to serve as
Gyre’s Chief Financial Officer. The Eastling Employment Agreement provides for Mr. Eastling’s at-will employment and an annual base salary of $339,066, an annual bonus to be determined annually by the Board or the Compensation Committee targeted at
$70,000 for 2026, as well as his ability to participate in Gyre’s employee benefit plans generally. In the event of the termination of Mr. Eastling’s employment by Gyre without “Cause” or by Mr. Eastling for “Good Reason” (as each such term is
defined in the Eastling Employment Agreement), subject to Mr. Eastling’s execution without revocation of a release of claims against Gyre and its subsidiaries, Mr. Eastling will be entitled to: (i) an amount equal to Mr. Eastling’s then-current base
salary, paid in installments over six months, (ii) for up to twelve months, reimbursement of premium payments, as if Mr. Eastling had remained an active employee, for any COBRA coverage that he timely elects and (iii) accelerated vesting of the
portion of any outstanding equity awards held by Mr. Eastling as of the termination date that were scheduled to vest during the twelve-month period following Mr. Eastling’s termination date, had he remained employed during such time. In the event of
the termination of Mr. Eastling’s employment by Gyre without “Cause” or by Mr. Eastling for “Good Reason” within three months prior to or twelve months after a change of control of Gyre, subject to Mr. Eastling’s execution without revocation of a
release of claims against Gyre and its subsidiaries, Mr. Eastling will be entitled to: (a) a lump sum payment in an amount equal to Mr. Eastling’s then-current annual base salary and target annual bonus for the year of termination, (b) for up to
twelve months, reimbursement of premium payments, as if Mr. Eastling had remained an active employee, for any COBRA coverage that he timely elects and (c) accelerated vesting of any outstanding equity awards held by Mr. Eastling as of the termination
date.
The above descriptions of the employment agreements for Dr. Luo and Mr. Eastling are qualified in their entirety by reference to the full text of the Luo Employment
Agreement and the Eastling Employment Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
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