Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
On May 19, 2022, Shreeram Aradhye, M.D., a member of the board of directors
(the “Board”) of Axcella Health Inc. (the “Company” or “Axcella”), notified the Company of his resignation
from the Board, effective immediately. Dr. Aradhye’s resignation was not the result of a disagreement with the Company on any matter
relating to the Company’s operations, policies or practices. Effective as of his resignation, Dr. Aradhye is no longer a member
of the Board or any of its committees.
On May 25, 2022, Alison D. Schecter, M.D., stepped down as the Company’s
President of Research and Development to pursue other opportunities, effective immediately. Dr. Schecter joined Axcella on March 2, 2021.
(d)
On May 19, 2022, upon the recommendation of its Nominating and Corporate
Governance Committee, the Board appointed Paul J. Sekhri and Michael Rosenblatt, M.D. to join the Board, effective immediately. The Board
determined that Mr. Sekhri and Dr. Rosenblatt are each independent under the listing standards of Nasdaq and the Company’s corporate
governance guidelines. Mr. Sekhri will serve as a Class II director with a term expiring at the annual meeting of stockholders to be held
in 2024. Dr. Rosenblatt will serve as a Class I director with a term expiring at the annual meeting of stockholders to be held in 2023.
Paul J. Sekhri currently serves on the board of directors of Longboard
Pharmaceuticals, Inc. (Nasdaq: LBPH), Ipsen S.A., Veeva Systems Inc. (NYSE: VEEV), Compugen Ltd. (Nasdaq: CGEN) and Pharming Group N.V.
(Nasdaq: PHAR), where he is Chairman. Mr. Sekhri has most recently served as the President and Chief Executive Officer of eGenesis, Inc.
Before eGenesis, Mr. Sekhri served as President and Chief Executive Officer of Lycera Corp. Prior to Lycera, he served as Senior Vice
President, Integrated Care of Sanofi. Prior to that he served as group Executive Vice President, Global Business Development, and Chief
Strategy Officer for Teva Pharmaceuticals Industries, Ltd., and earlier, Operating Partner and Head of the Biotechnology Operating Group
at TPG Biotech. Previously, Mr. Sekhri founded Cerimon Pharmaceuticals, Inc. where he served as President and Chief Executive Officer.
Prior to founding Cerimon, he was President and Chief Business Officer of ARIAD Pharmaceuticals, Inc. Earlier in his career, Mr. Sekhri
held various senior positions at Novartis AG, including Senior Vice President, Head of Global Search and Evaluation, Business Development
and Licensing, and Global Head, Early Commercial Development. Mr. Sekhri completed graduate work in neuroscience at the University of
Maryland School of Medicine in Baltimore and received his B.S. in Zoology from the University of Maryland, College Park.
Michael Rosenblatt, M.D. is currently a Senior Partner at Flagship
Pioneering. From September 2016 to December 2020, Dr. Rosenblatt served as Chief Medical Officer of Flagship Pioneering. From December
2009 to June 2016, he served as the Executive Vice President and Chief Medical Officer of Merck & Co. Inc. Dr. Rosenblatt serves on
the board of directors of Rubius Therapeutics, Inc. (Nasdaq: RUBY) and Azenta, Inc. (Nasdaq: AZTA) and has previously served on the board
of directors of Radius Health, Inc. (Nasdaq: RDUS). Dr. Rosenblatt received an M.D. from Harvard Medical School and an A.B. in chemistry
from Columbia University.
As a non-employee director, each of Mr. Sekhri and Dr. Rosenblatt will
receive cash compensation and an equity award for Board service in accordance with the Company’s non-employee director compensation
policy. In addition, pursuant to the policy, Mr. Sekhri and Dr. Rosenblatt each received an option under the Company’s 2019 Stock
Option and Incentive Plan to purchase 40,000 shares of our common stock on May 19, 2022, referred to as the Initial Grant, and an option
to purchase 20,000 shares of our common stock automatically on the date of each annual stockholder’s meeting thereafter, referred
to as the Annual Grant. The Initial Grant will vest in twelve equal quarterly installments following the grant date, subject to Mr. Sekhri’s
and Dr. Rosenblatt’s continued service through each applicable vesting date, respectively. The Annual Grant will vest on the earlier
of the first anniversary of the date of grant or the date of the next annual stockholder’s meeting to the extent unvested as of
such date, subject to Mr. Sekhri’s and Dr. Rosenblatt’s continued service through each applicable vesting date, respectively.
Neither Mr. Sekhri nor Dr. Rosenblatt is a party to any transaction with the Company that would require disclosure under Item 404(a) of
Regulation S-K, and there are no arrangements or understandings between either Mr. Sekhri or Dr. Rosenblatt and any other persons pursuant
to which either was selected as a director. In addition, each of Mr. Sekhri and Dr. Rosenblatt will enter into an indemnification agreement
with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee
directors.