ARVINAS, INC. 8-K

What Happened

• Arvinas, Inc. (ARVN) filed an 8‑K reporting that John Houston, Ph.D., resigned as President, Chief Executive Officer and Chair of the Board effective February 12, 2026. He will remain a director and move into a consulting role through March 1, 2027. The board appointed Randy Teel, Ph.D., as President, CEO and principal executive officer and added him to the Board, effective February 12, 2026. Briggs Morrison, M.D., was named Chair of the Board effective the same date.
• Dr. Teel has been with Arvinas since 2018 (most recently Chief Business Officer since April 2024) and has ~20 years of industry experience. The company executed an amended and restated employment agreement with Dr. Teel effective upon his appointment.

Key Details

• Dr. Teel annual base salary: $680,000; annual cash bonus target: 60% of base salary.
• Equity awards: option to purchase 218,691 shares and RSUs covering 147,179 shares; both grant types vest over four years (25% after one year; remainder monthly for options / annually for RSUs).
• Severance: if terminated without cause or for good reason (pre- or >12 months post-change in control) — 12 months base pay + up to 12 months company-paid portion of COBRA (subject to conditions); if within 12 months after a change in control — 18 months base pay, up to 18 months COBRA, lump-sum 150% of target bonus, and full acceleration of unvested equity.
• Consulting deal for John Houston: consulting through March 1, 2027, including a lump COBRA premium payment of $27,914.40, a lump sum bonus-equivalent payment of $457,000 (on or about March 15, 2026), additional hourly fees for excess hours, and continued equity vesting.

Why It Matters

• Leadership change: a new CEO and board chair can affect company strategy, investor communications and deal-making; Dr. Teel is an internal promotion with business-development experience, which suggests continuity.
• Compensation and severance terms are material to investor assessment of governance and potential future cash obligations (notably equity grants and change-in-control protections).
• Houston’s consulting arrangement and retained board seat provide continuity of institutional knowledge while formalizing transition costs (one-time and potential ongoing payments) disclosed here.