Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
Appointment of William Ringo to Board of Directors
Effective March 8, 2022, the board of directors (the "Board") of Sensei
Biotherapeutics, Inc. (the "Company") appointed William Ringo to serve as Chair
of the Board of the Company and as a member of the Company's compensation
committee and nominating and corporate governance committee. Mr. Ringo will
serve as a Class I director whose term will expire at the 2022 annual meeting of
stockholders.
There is no arrangement or understanding between Mr. Ringo and any other person
pursuant to which he was selected as a director of the Company, and there is no
family relationship between Mr. Ringo and any of the Company's other directors
or executive officers. The Company is not aware of any transaction involving
Mr. Ringo requiring disclosure under Item 404(a) of Regulation S-K.
Additional information about Mr. Ringo is set forth below:
William Ringo, age 76, Mr. Ringo most recently served as Interim Chief Executive
Officer of Five Prime Therapeutics, Inc. (Five Prime) from September 2019 until
April 2020. From 2010 until 2015, Mr. Ringo was a senior advisor with Barclays
Capital, the global investment banking division of Barclays Bank PLC. From 2010
until 2015, Mr. Ringo served as a strategic advisor with Sofinnova Ventures, a
life sciences-focused investment firm. Prior to his advisory roles with Barclays
Capital and Sofinnova Ventures, Mr. Ringo served as Senior Vice President of
Strategy and Business Development for Pfizer Inc., a biopharmaceutical company,
from 2008 until his retirement in 2010. From 2004 to 2006, Mr. Ringo served as
President and Chief Executive Officer of Abgenix, Inc., a biotechnology company
acquired by Amgen, Inc. His experience in the global pharmaceutical sector also
includes nearly 30 years with Lilly. Over the course of his career with Lilly,
Mr. Ringo served in numerous executive roles, including Product Group President
for oncology and critical care, President of internal medicine products,
President of the infectious diseases business unit, and Vice President of sales
and marketing for U.S. pharmaceuticals. He also was a member of Lilly's
operating committee. Mr. Ringo has been a director of Assembly Biosciences, Inc.
since 2014 and has served as non-executive Chairman of the Board since 2015.
Prior to Assembly, In the last five years, Mr. Ringo was formerly a director of
Five Prime, Immune Design Corp., Sangamo Biosciences, Inc., Mirati Technologies,
Inc. and, prior to its being acquired by Lilly, Dermira, Inc. Mr. Ringo received
a B.S. in business administration and an M.B.A. from the University of Dayton.
In accordance with the Company's non-employee director compensation policy, upon
commencement of his service Chair of the Board, under its 2021 Equity Incentive
Plan, Mr. Ringo was granted (i) an option grant to purchase 29,100 shares of the
Company's common stock, with the shares vesting in 36 equal monthly
installments, subject to his continued service as a director through the
applicable vesting date, (ii) a restricted stock unit ("RSU") award for 8,933
shares of the Company's common stock, with the shares vesting in three equal
annual installments, subject to his continued service as a director through the
applicable vesting date and (iii) a RSU award for 10,000 shares of the Company's
common stock, with the shares vesting in full on the first anniversary of the
date of grant, subject to his continued service as a director though the
applicable vesting date. Additionally, Mr. Ringo will be entitled to receive a
$70,000 annual retainer for his service as Chair of the Board, a $5,000 annual
retainer for his service as a member of the compensation committee and a $4,000
annual retainer for his service as a member of the nominating and corporate
governance committee. At each annual stockholder meeting following which
Mr. Ringo's term as a director continues (beginning with the 2023 annual meeting
of stockholders), Mr. Ringo will be entitled to receive (i) an additional stock
option to purchase 14,550 shares of the Company's common stock, which option
will vest and become exercisable in 12 equal monthly installments following the
date of grant and in any event will be fully vested on the date of the next
annual meeting of stockholders, subject to his continued service as a director
though the applicable vesting date and (ii) an additional RSU award for 4,466
shares of the Company's common stock, which will vest in full on the first
anniversary of the date of grant, subject to his continued service as a director
though the applicable vesting date. Mr. Ringo has also entered into the
Company's standard form of indemnification agreement.
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Item 7.01 Regulation FD Disclosure.
On March 9, 2022, the Company issued a press release announcing the appointment
of Mr. Ringo. A copy of the press release is furnished herewith as Exhibit 99.1
to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished
pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes
of Section 18 of the Securities Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall the information
be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, whether made before or after the date
hereof, except as shall be expressly set forth by specific reference in any such
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Description
99.1 Press release, dated March 9, 2022.
104 The cover page from Sensei Biotherapeutics, Inc.'s Form 8-K filed on
January 10, 2022, formatted in Inline XBRL.
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SENSEI BIOTHERAPEUTICS, INC. 
