| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
On November 10, 2022, the Board of Directors (the “Board) of the Company, upon recommendation of the Nominating and Governance Committee of the Board, appointed Scott Brun, M.D. to the Board, effective November 10, 2022. Dr. Brun will serve as a Class II director, with a term expiring at the annual meeting of stockholders to be held in 2025. In addition, the Board appointed Dr. Brun as a member of the Compensation Committee of the Board.
Dr. Brun, 54, is currently President at Gold Mast Consulting, LLC, an advisory firm he founded to provide technical advice and strategic guidance related to biopharmaceutical research and development, pipeline portfolio management, commercialization of new therapeutics and strategic communications related to R&D activities. Dr. Brun is also a Senior Advisor to the business development team at Horizon Therapeutics plc (Nasdaq: HZNP), a Venture Partner at Abingworth LLP, and a Senior Medical Advisor at Launch Therapeutics. Prior to his current roles, Dr. Brun had two decades of experience in various leadership roles at AbbVie, Inc., including 15 years at the predecessor company, Abbott Laboratories. He was most recently Vice President of Scientific Affairs and Head of AbbVie Ventures, a corporate venture fund responsible for investment opportunities within AbbVie’s R&D therapeutic areas as well as technology platforms of interest from March 2016 to March 2019. Previously, Dr. Brun served as Vice President and Head of Pharmaceutical Development at AbbVie from November 2012 to March 2016. Prior to joining AbbVie, Dr. Brun spent over 15 years at Abbott Laboratories, where he held positions of increasing leadership responsibility in drug development within the R&D organization. Dr. Brun is a member of the board of directors of Cabaletta Bio, Inc. (Nasdaq: CABA), a biopharmaceutical company. Dr. Brun is also a member of the board of directors of Axial Biotherapeutics, Inc. and Trishula Therapeutics, Inc., both private, clinical-stage biopharmaceutical companies. Dr. Brun received his B.S. in Biochemistry from the University of Illinois at Urbana-Champaign and earned his M.D. from the Johns Hopkins University School of Medicine. He completed his residency in ophthalmology at the Massachusetts Eye and Ear Infirmary, Harvard Medical School.
Dr. Brun will be compensated in accordance with the Company’s amended and restated non-employee director compensation policy (the “Policy”). Pursuant to the Policy, Dr. Brun will be entitled to receive $40,000 per year for service as a member of the Board and $6,000 per year for service as a member of the Compensation Committee, each paid quarterly in arrears on a pro-rata basis.
In connection with his appointment to the Board as a non-employee director and pursuant to the Company’s 2021 Equity Incentive Plan and the Policy, Dr. Brun also automatically received a stock option for 50,000 shares of Common Stock of the Company, which will vest in equal monthly installments over a three year period such that the option is fully vested on the third anniversary of the date of grant, subject to Dr. Brun’s continued service on the Board through each applicable vesting date.
Dr. Brun has entered into the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.1 of the Company’s Registration Statement on Form S-1 (File No. 333-216574), as amended, originally filed on March 9, 2017.
There is no arrangement or understanding between Dr. Brun and any other persons pursuant to which Dr. Brun was elected as a director. There are no family relationships between Dr. Brun and any of the Company’s directors or executive officers.
Board Committees
In connection with the appointment of Dr. Brun to the Board, the Board approved reconfiguration of the Board committees such that they are comprised as follows, in each case effective as of November 10, 2022: (i) the Compensation Committee is comprised of Steven Kornfeld (Chair), Stephen K. Doberstein, Lawrence Eichenfield and Dr. Brun, (ii) the Nominating and Corporate Governance Committee is comprised of Mr. Kornfeld (Chair), Barbara K. Finck, and Donald A. Williams, and (iii) the Audit Committee continues to consist of Mr. Williams (Chair), Mr. Kornfeld and Patricia Walker.