Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Lini Pandite, MBChB, MBA Appointed to the Board of Directors
On August 16, 2021, the Board of Directors (the "Board") of Codiak BioSciences,
Inc., a Delaware corporation (the "Company"), appointed Lini Pandite, MBChB, MBA
to the Board, effective August 16, 2021. Dr. Pandite will serve as a Class III
director with a term expiring at the Company's 2023 annual meeting of
stockholders (the "Annual Meeting"), and until such time as her successor is
duly elected and qualified, or until her earlier death, resignation or removal.
Dr. Pandite will also serve as a member of the Compensation Committee of the
Board.
Dr. Pandite has served as Chief Medical Officer at Shattuck Labs, Inc. since
July 2017. From May 2015 to June 2017, Dr. Pandite served as Head of Global
Clinical Development and Senior Vice President at Adaptimmune Therapeutics plc,
a clinical-stage biopharmaceutical company, where she was responsible for
clinical development of the company's immuno-oncology pipeline. From May 2001 to
April 2015, Dr. Pandite served in a number of roles at GlaxoSmithKline plc,
including Vice President, Medicines Development Leader, and Head Unit Physician
for Oncology. Dr. Pandite was an attending physician at Sylvester Comprehensive
Cancer Center/Jackson Memorial Hospital in Miami from January 1998 to November
2000 and at Dana Farber Cancer Institute in Boston from July 1993 to August
1996, and has held academic appointments at Harvard University and the
University of Miami. She earned her MBChB from The University of Liverpool,
England and her M.B.A. from Duke University.
As a non-employee director, Dr. Pandite will receive cash and equity
compensation paid by the Company pursuant to its non-employee director
compensation practices, a copy of which is filed as Exhibit 10.4 to the
Company's Registration Statement on Form S-1, as amended, filed by the Company
on October 7, 2020. The Board has affirmatively determined that Dr. Pandite is
an independent director pursuant to the Nasdaq Stock Market's governance listing
standards and those rules and regulations issued pursuant to the Securities
Exchange Act of 1934, as amended. There are no arrangements or understandings
between Dr. Pandite and any other person pursuant to which Dr. Pandite was
selected as a director, and there are no transactions between Dr. Pandite and
the Company that would require disclosure under Item 404(a) of Regulation S-K.
In addition, the Company has entered into an indemnification agreement with
Dr. Pandite in connection with her appointment to the Board which is in
substantially the same form as that entered into with the other directors of the
Company, which form is filed as Exhibit 10.7 to the Company's Registration
Statement on Form S-1, as amended, filed by the Company on October 7, 2020.
Following the appointment of Dr. Pandite, the Company's Class III directors will
consist of her and Karen Bernstein, Ph.D. The terms of the Class III directors
will expire at the Annual Meeting.
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