Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On July 25, 2022, the board of directors (the "Board") of Relay
Therapeutics, Inc. (the "Company"), upon the recommendation of the Nominating
and Corporate Governance Committee of the Board, appointed Sekar Kathiresan,
M.D. to the Board as a class III director to fill the newly created vacancy on
the Board resulting from an increase in the size of the Board from seven (7) to
eight (8) directors. Dr. Kathiresan will serve as a class III director with a
term expiring on the date of the Company's annual meeting of stockholders to be
held in 2023 and thereafter until his successor has been duly elected and
qualified, or until his earlier death, resignation or removal. Dr. Kathiresan
was also appointed to serve on the Nominating and Corporate Governance Committee
of the Board. The Board has determined that Dr. Kathiresan is independent under
the Nasdaq listing standards and applicable Securities and Exchange Commission
("SEC") rules and regulations.
Dr. Kathiresan is a co-founder of Verve Therapeutics, Inc., a publicly traded
biotechnology company, and has served as its Chief Executive Officer and a
member of its board of directors since July 2019. Dr. Kathiresan is currently an
honorary physician at Massachusetts General Hospital ("MGH") and was an
assistant physician at MGH from July 2005 to September 2021. Dr. Kathiresan
served as director of the MGH Center for Genomic Medicine from April 2016 to
June 2019. He also served as director of the Cardiovascular Disease Initiative
at The Broad Institute from 2015 to June 2019 as well as an Institute Member at
The Broad Institute from July 2019 to September 2021. He is currently a lecturer
in medicine at Harvard Medical School and was a professor of medicine at Harvard
Medical School from June 2018 to July 2021. Dr. Kathiresan holds a B.A. in
history from the University of Pennsylvania and an M.D. from Harvard Medical
School. He completed his clinical training in internal medicine and cardiology
at MGH and his postdoctoral research training in human genetics at the
Framingham Heart Study and The Broad Institute.
There are no arrangements or understandings between Dr. Kathiresan and any other
person pursuant to which he was elected as a director. There are no transactions
in which Dr. Kathiresan has an interest requiring disclosure under Item 404(a)
of Regulation S-K of the Securities Act of 1933, as amended.
Dr. Kathiresan will receive cash and equity compensation for his service as a
non-employee director in accordance with the Company's Amended and Restated
Non-Employee Director Compensation Policy, as described in the Company's
definitive proxy statement filed with the SEC on April 14, 2022, including the
initial, one-time grant of a non-statutory stock option to purchase 71,881
shares of the Company's common stock upon his appointment to the Board under the
Company's 2020 Stock Option and Incentive Plan, at an exercise price per share
equal to the closing price of the Company's common stock on the Nasdaq Global
Market on the grant date. This option vests ratably in 36 equal monthly
installments following the grant date, subject to Dr. Kathiresan's continued
service on the Board.
Dr. Kathiresan has entered into the Company's standard form of Indemnification
Agreement, a copy of which was filed as Exhibit 10.6 of the Company's
Registration Statement on Form S-1 (File No. 333-239412) filed with the SEC on
June 24, 2020.
The Company plans to announce the appointment of Dr. Kathiresan to the Board in
its press release for the quarter ended June 30, 2022.
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