TransCode CFO Fitzgerald resigns; separation pact provides up to $1.25 million

TransCode Therapeutics (Nasdaq: RNAZ) disclosed that Thomas A. Fitzgerald resigned as chief financial officer, principal financial officer, principal accounting officer and a director effective September 9, 2026. Its September 11 Form 8-K details a separation agreement providing severance of up to $1.25 million, including a third payment with funding-related conditions, and names John Tattory interim CFO through a consulting arrangement with Stout Risius Ross.

Departure and separation terms

TransCode reported the leadership change in its September 11 Form 8-K, accession number 0001104659-26-107115. The company said it announced Fitzgerald’s resignation on September 10, with his departure effective the previous day. He also resigned from all other officer and director positions with the company and its subsidiaries. His Board resignation was not the result of a disagreement over the company’s operations, policies or practices, according to Item 5.02.

The separation and transition services agreement provides for severance totaling up to $1.25 million. That comprises a $416,666.67 lump sum payable within 10 days following the agreement’s Effective Date, another $416,666.67 in equal monthly installments over a 12-month severance period, and a third payment of up to $416,666.67 governed by funding-related provisions. These are contractual payment terms; the filing summary does not establish that the cash has already been paid.

The distinction between the September 9 Separation Date and the agreement’s defined Effective Date matters for reading the deadlines. The lump-sum deadline and the funding anniversary provisions use the Effective Date. The resignation itself took effect September 9.

How the funding provisions work

The agreement’s third-payment schedule uses $5 million and $10 million Qualified Funding thresholds before the first anniversary of the Effective Date. Qualified Funding generally includes gross funding received by the company from any source.

If neither threshold is reached before that anniversary, the full third payment is due following the anniversary, according to the 8-K summary. If the company reaches at least $5 million before the anniversary, it must pay 50% of the third payment and 50% of the then-unpaid monthly severance installments.

If TransCode reaches at least $10 million before the anniversary without previously hitting the $5 million threshold, the schedule calls for the full third payment and all then-unpaid monthly installments. If it reaches $10 million after previously hitting $5 million, it must pay the remaining 50% of the third payment and all then-unpaid monthly installments.

Those provisions make funding relevant to the payment schedule; they do not establish that TransCode has secured either amount. The anniversary fallback also means the third payment should not be described simply as a bonus available only if new funding arrives.

Equity, benefits and transition work

Subject to Fitzgerald’s compliance with the agreement, his outstanding equity awards become fully vested as of the Effective Date, and their exercise periods extend through the end of their original full terms.

Separately, the agreement provides for an option grant on the Separation Date covering 185,000 shares. Its exercise price equals the stock’s closing price that day. The option vests in equal monthly installments over the following 12 months, with 50% acceleration upon the $5 million funding threshold and full acceleration upon the $10 million threshold or a sale event. The share count is not a cash valuation of the award.

TransCode will pay Fitzgerald’s COBRA premiums for up to 12 months following the Separation Date, ending earlier if he obtains coverage through a subsequent employer or becomes ineligible for COBRA. If he does not elect COBRA or is ineligible, the company instead pays his portion of Medicare premiums.

Fitzgerald agreed to provide up to 20 hours of transitional services during September without additional compensation. Additional services thereafter may be mutually agreed at an hourly rate. That transition work does not extend his tenure as CFO. The agreement also includes a mutual release of claims, subject to exceptions. The filing’s description is qualified by the agreement filed as Exhibit 10.1.

Tattory assumes interim finance roles

John Tattory became interim CFO, principal financial officer and principal accounting officer effective September 9. He provides those services as a consultant through Stout Risius Ross, LLC at an agreed hourly rate. The filing does not disclose that rate or identify a permanent CFO successor.

Tattory, 61, is a managing director at Stout. His experience includes CFO consulting at LS Associates and full-time CFO roles at Windtree Therapeutics and Cerapedics, along with financial management work at Bristol-Myers Squibb and Ernst & Young. He holds a bachelor’s degree in commerce from Rider University and is a certified public accountant whose license is currently inactive.

TransCode reported no arrangement with another person concerning his selection, no family relationship with its directors or executive officers, and no related-person transaction requiring disclosure under Item 404(a). The immediate disclosed change is an interim consulting appointment alongside Fitzgerald’s departure and the associated separation obligations.