Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
On October 10, 2022, David R. Epstein, a member of the board of
directors (the “Board”) of the Company, notified the Company of his resignation from the Board, effective immediately. Mr. Epstein’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. Epstein is no longer a member of the Board or any of its committees.
Mr. Epstein will serve as a consultant to the Company until July 1,
2024, unless earlier mutually terminated, pursuant to a consulting agreement effective as of October 10, 2022 (the “Consulting Agreement”).
As compensation for such services, Mr. Epstein’s outstanding equity awards will continue to vest while he continues to provide
services as a consultant to the Company and any vested portion of such awards will remain exercisable for a period of one (1) year
following termination of the Consulting Agreement.
(d)
On October 10, 2022, upon the recommendation of its Nominating
and Corporate Governance Committee, the Board appointed Robert Rosiello and Torben Straight Nissen to join the Board, effective immediately.
The Board determined that both Mr. Rosiello and Mr. Straight Nissen are independent under the listing standards of Nasdaq and
the Company’s corporate governance guidelines. Mr. Rosiello will serve as a Class III director with a term expiring at
the annual meeting of stockholders to be held in 2025. Mr. Straight Nissen will serve as a Class I director with a term expiring
at the annual meeting of stockholders to be held in 2023. Mr. Rosiello was also appointed to serve as the Chairman of the Board,
effective immediately.
Mr. Rosiello is an Executive Partner at Flagship Pioneering, where
he focuses on building capability to help originate, manage, and grow new Flagship companies, and working with senior leadership to drive
Flagship’s strategy, institution building, and growth initiatives. He joined Flagship in January 2018. From July 2015
to August 2016, Mr. Rosiello was both Executive Vice President and Chief Financial Officer at Valeant Pharmaceuticals International, Inc.,
where he led the finance, human resources, and IT functions. Shortly after joining Valeant, the company faced allegations that it had
previously misstated its financial and other disclosures. Mr. Rosiello led Valeant’s financial restatement process acknowledging
deficiencies and regaining timely reporting status with the SEC. From September 1984 to June 2015, Mr. Rosiello worked
at McKinsey & Company advising CEOs and boards of leading health care, technology, and consumer companies. He served as a senior
partner for 18 years and was a member of McKinsey’s Senior Partner Review and Compensation Committees. Mr. Rosiello led the
work that shifted McKinsey’s recruiting toward non-MBAs and developed innovative leadership training for McKinsey’s senior
partners. He also led significant pro bono work for Save the Children, Americares, Carnegie Corporation, and Fairfield University. Mr. Rosiello
currently serves on the Board and Executive Committee of Catholic Charities of New York and the Central Selection Committee of the Morehead-Cain
Foundation. He previously served on the Boards of the Pew Research Center and Inari Agriculture. Mr. Rosiello received his
B.A. in economics from the University of North Carolina, where he was a Morehead Scholar and graduated Phi Beta Kappa, an M.Sc. in economics
from the London School of Economics, and an M.B.A. from Harvard Business School. We believe that Mr. Rosiello’s extensive business
and financial experience qualifies him to serve on our board of directors.
Mr. Straight Nissen is a senior partner at Flagship
Pioneering, he joined Flagship in November 2016. Mr. Straight Nissen served on the board of directors of Ring
Therapeutics, Inc. from August 2018 to December 2021 and since March 2021 has served as founding chief executive
officer of FL84 Inc. From November 2016 to July 2019, he served as president of Rubius Therapeutics (NASDAQ:
RUBY), he also served on the board of directors of Rubius from November 2016 to August 2018. From July 2011 to
November 2016 Mr. Straight Nissen held positions of increasing responsibility at Pfizer, with his last position as Vice
President, heading up Pfizer’s Worldwide R&D Strategic Portfolio Management. In this role, he oversaw Pfizer’s
portfolio spanning from discovery up to Phase 3 trials across multiple therapeutic areas, including oncology, inflammation and
immunology, rare diseases, cardiovascular and metabolic disease, neuroscience, and vaccines. Previously, he was responsible for the
portfolio, strategy and operations functions within Pfizer’s BioTherapeutics Division and ensured efficient advancement of
protein therapeutics, cell therapies, gene therapies and vaccines from discovery through development. He also served as chief
operating officer for the Centers for Therapeutic Innovation, a pioneering R&D unit within Pfizer that drives product
development partnerships with world-leading academic medical centers. As COO, Mr. Straight Nissen headed up that
organization’s portfolio management, business development, finance and operations functions, and he was one of the key drivers
behind establishing the unit. Prior to joining Pfizer, Mr. Straight Nissen served as chief operating officer at Ascendis Pharma
(NASDAQ: ASND) from April 2008 to June 2011, advancing the company’s portfolio of new, innovative prodrugs from
discovery to clinical proof-of-concept. Earlier, Mr. Straight Nissen served in various leadership positions at Maxygen, a
molecular evolution and advanced protein engineering company, including the role of managing director of R&D and senior vice
president of global project management. He began his career at Novo Nordisk with a focus on protein engineering. Mr. Straight
Nissen holds a Ph.D. in molecular biology and biochemical engineering from the Technical University of Denmark and Carlsberg
Laboratories and a Master of Science degree in chemical engineering from the Technical University of Denmark. We believe that
Mr. Straight Nissen’s extensive business and financial experience qualifies him to serve on our board of directors.
As a non-employee director, each of Mr. Rosiello and Mr. Straight
Nissen will receive cash compensation and an equity award for Board service in accordance with the Company’s non-employee director
compensation policy. Neither Mr. Rosiello nor Mr. Straight Nissen 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. Rosiello
or Mr. Straight Nissen and any other persons pursuant to which either was selected as a director. In addition, each of Mr. Rosiello
and Mr. Straight Nissen 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.