Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 1, 2022, the Board of Directors (the "Board") of Cullinan Oncology,
Inc. (the "Company") appointed David P. Ryan, M.D. as a Class II director,
effective immediately.
Dr. Ryan, age 56, brings over 20 years of oncology experience and joins Cullinan
Oncology from Massachusetts General Hospital ("MGH") Cancer Center where he
holds the position of Clinical Director and has been the Chief of the MGH Cancer
Center since 2012.
Dr. Ryan holds a doctoral degree in medicine from Columbia College of Physicians
and Surgeons. Following the completion of his doctoral program, Dr. Ryan began
his career at Columbia-Presbyterian Medical Center as an intern in Internal
Medicine and became chief resident in the Internal Medicine department during
his postdoctoral training. In 1998 Dr. Ryan joined MGH, where he has held
positions of increasing responsibility over the last two decades, specializing
in the research and treatment of patients with cancer. Along with his
professional experience, Dr. Ryan has held many academic posts, including his
current position of Shelby Memorial Professor of Medicine in the Field of Cancer
Therapeutics at Harvard Medical School. The principal focus of Dr. Ryan's
clinical research is the design and implementation of clinical trials in
gastrointestinal malignancies.
In addition to his professional, academic, and leadership roles, Dr. Ryan
devotes much of his time to numerous medical and hospital associations and
committees, including as a member of the American Society for Clinical Oncology.
Dr. Ryan also currently serves as an Advisor to both MPM and BioImpact Capital,
an affiliate manager of MPM.
Pursuant to the Company's director compensation program, upon his appointment as
a director, Dr. Ryan was granted an option on November 1, 2022, with a grant
date fair value of $250,000. These options will vest as to one-third of the
shares underlying such award on each of the first, second and third
anniversaries of the date of grant of the award, subject to Dr. Ryan's continued
service as a director through the applicable vesting date. Also, under the
Company's director compensation program, on the dates of the Company's annual
meetings of stockholders, each non-employee director that is serving on the
Company's Board will receive an option to purchase shares of common stock of the
Company with a grant date fair value of $150,000. Each of these options will
vest on the twelve-month anniversary of the date of the date of grant of the
award (or, if earlier, the date of the next annual meeting of stockholders
following the date of grant of the award), subject to the non-employee
director's continued service as a director. All options issued to non-employee
directors under the Company's director compensation program will become
exercisable in full upon a change in control of the Company.
Also in connection with Dr. Ryan's election to the Board, Dr. Ryan will enter
into the Company's standard form of indemnification agreement for directors, a
copy of which was filed as Exhibit 10.4 to the Company's Registration Statement
on Form S-1 (File No. 333-251512) filed with the SEC on December 18, 2020.
Pursuant to the terms of this agreement, the Company may be required, among
other things, to indemnify Dr. Ryan for some expenses, including attorneys'
fees, judgments, fines and settlement amounts incurred by him in any action or
proceeding arising out of his service as a director.
There are no arrangements or understandings between Dr. Ryan and any other
person pursuant to which he was appointed as a director of the Company. Dr. Ryan
has been appointed to the Compensation Committee of the Board. Dr. Ryan was not
involved in any transactions with the Company in an amount exceeding $120,000
since the beginning of the Company's last fiscal year and there are no such
currently proposed transactions.
Also on November 1, 2022, Ansbert Gadicke, M.D. notified the Board of his
intention to resign as a director effective as of November 1, 2022.
Dr. Gadicke's decision to resign was not the result of any disagreement with the
Company on any matter relating to our operations, policies or practices.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
104 Cover page from this Current Report on Form 8-K, formatted in
Inline XBRL
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