Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of New Directors
On August 8, 2022, the Board of Directors (the "Board") of Albireo Pharma, Inc.
(the "Company") elected Susan Alesina to the Board as a Class I director, for a
term to continue until the 2023 annual meeting of the Company's stockholders and
thereafter until Ms. Alesina's successor has been elected and qualified or until
her earlier death, resignation or removal. On the same day, the Board elected
Habib Dable to the Board as a Class II director, for a term to continue until
the 2024 annual meeting of the Company's stockholders and thereafter until
Mr. Dable's successor has been elected and qualified or until his earlier death,
resignation or removal. Ms. Alesina and Mr. Dable have not yet been appointed to
serve on any committee of the Board.
Ms. Alesina, age 59, has served as Vice President, National Business Development
and Alliances, at Boston Children's Hospital since September 2015. In this role,
she leads efforts to identify and develop strategic partnerships with national
health systems and hospital providers to improve access for pediatric patients
with rare and complex conditions. From 2014 to 2015, Ms. Alesina served as the
Global Head of Business Partners Communications at Millipore Sigma, a leading
supplier of technologies and services to the global life science industry, where
she was responsible for articulating the strategy of various business sectors to
internal and external stakeholders. Prior to that, Ms. Alesina served as a
business consultant for pharmaceutical companies as well as had various
leadership roles in corporate planning and communications at Sunovion
Pharmaceuticals Inc. ("Sunovion"). During her tenure at Sunovion, Ms. Alesina
supported the launch of products including Lunesta® and Latuda®. Ms. Alesina was
a board member of the Thompson Island Outward Bound Education Center, St. Mark's
School of Southborough, MA, and the Boston Chapter of the Healthcare
Businesswomen's Association where she also served as the president. Ms. Alesina
currently serves on the board of the HBS Healthcare Alumni Association.
Ms. Alesina holds a Bachelor's degree from the University of North Carolina at
Chapel Hill, where she was a Morehead-Cain Scholar, and an M.B.A. from Harvard
Business School. The Board has concluded that Ms. Alesina's qualifications to
serve on the Board include her extensive experience in strategic planning and
analysis, and business development and communications across the healthcare and
life sciences industries.
Mr. Dable, age 53, has been an Independent Director at Blueprint Medicines
Corporation (Nasdaq: BPMC), a global precision therapy company developing
therapies for people with cancer and blood disorders, since June 2022, and a
part-time Venture Partner at RA Ventures since April 2022. He previously served
as Chief Executive Officer and President and a member of the board of directors
of Acceleron Pharma Inc., a biopharmaceutical company targeting leading-edge
therapies for patients with serious and rare diseases, from December 2016 until
its sale to Merck Sharp & Dohme Corp. in November 2021. Prior to joining
Acceleron Pharma Inc., Mr. Dable spent 22 years at Bayer AG (OTCMKTS: BAYRY), a
German multinational pharmaceutical and biotechnology company with core
competencies in the life science fields of health care and nutrition. During his
tenure at Bayer AG, Mr. Dable held positions of increasing responsibility,
including President of U.S. Pharmaceuticals, Executive Vice President, Global
Head Specialty Medicine, and led the launch of various brands, including EYLEA®,
Stivarga®, and Xofigo®. Mr. Dable previously served on the board of directors
and was a member of the compensation and transaction committees of Tempest
Therapeutics, Inc. (formerly known as Millendo Therapeutics, Inc.) (Nasdaq:
TPST), a clinical-stage oncology company advancing small molecules that combine
both tumor-targeted and immune-mediated mechanisms with the potential to treat a
wide range of tumors, from September 2018 until Millendo Therapeutics, Inc.
merged with TempestTx, Inc. and was renamed Tempest Therapeutics, Inc. in
June 2021. Mr. Dable also served on the Board of Directors of the Biotechnology
Innovation Organization (BIO). Mr. Dable earned both Bachelor's and Master's
degrees in Business Administration from the University of New Brunswick and
completed an executive program from Stanford University's Graduate School of
Business. The Board has concluded that Mr. Dable's qualifications to serve on
the Board include his extensive executive leadership experience and industry
knowledge across the healthcare and life sciences industries.
Pursuant to the Company's Nonemployee Director Compensation Policy, as amended
(the "Director Compensation Policy"), on August 8, 2022, each of Ms. Alesina and
Mr. Dable was granted a nonqualified stock option to purchase 16,000 shares of
the Company's common stock, par value $0.01 per share ("Common Stock"), at an
exercise price of $25.86 per share, the closing price of the Company's Common
Stock on the grant date. Ms. Alesina and Mr. Dable will each be eligible to
receive the same compensation for their service on the Board as other
nonemployee directors under the Director Compensation Policy, which includes
(i) cash fees of $40,000 per year for their service on the Board, (ii) a
nonqualified stock option to purchase the lesser of (a) 8,000 shares of the
Company's Common Stock and (b) the number of shares of Common Stock having an
aggregate grant date fair value of $300,000 (rounded down to the nearest whole
share) (the "Annual Director Grant Fair Value Cap"), each year on the fifth
business day after the Company's annual meeting of stockholders, and (iii) the
reimbursement of business expenses in connection with their service on the
Board. The Director Compensation Policy is further described in the definitive
proxy statement relating to the Company's 2022 annual meeting of stockholders
filed on April 21, 2022. Subsequently, on June 15, 2022, the Board amended the
Director Compensation Policy to include the Annual Grant Fair Value Cap. A copy
of the Director Compensation Policy is attached hereto as Exhibit 10.1 and is
incorporated by reference herein.
Also in connection with the election of Ms. Alesina and Mr. Dable to the Board,
each of them entered into an indemnification agreement with the Company in the
form the Company has entered into with its other nonemployee directors, which
form was filed as Exhibit 10.8 to the Company's Current Report on Form 8-K on
November 4, 2016, and is incorporated herein by reference.
There are no arrangements or understandings between Ms. Alesina and any other
person pursuant to which Ms. Alesina was selected as a director. There are no
transactions to which the Company is a participant and in which Ms. Alesina has
a material interest that are required to be disclosed under Item 404(a) of
Regulation S-K.
There are no arrangements or understandings between Mr. Dable and any other
person pursuant to which Mr. Dable was selected as a director. There are no
transactions to which the Company is a participant and in which Mr. Dable has a
material interest that are required to be disclosed under Item 404(a) of
Regulation S-K.
Item 7.01 Regulation FD Disclosure
A copy of the press release announcing the election of Ms. Alesina and Mr. Dable
to the Board is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Nonemployee Director Compensation Policy, as amended
99.1 Press Release dated August 8, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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