Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Appointment of Kristian Humer to Board of Directors
Effective July 30, 2021, the board of directors (the "Board") of Sensei
Biotherapeutics, Inc. (the "Company") appointed Kristian Humer to serve as a
director of the Company and as a member of the Company's audit
committee. Mr. Humer will serve as a Class II director whose term will expire at
the 2023 annual meeting of stockholders.
There is no arrangement or understanding between Mr. Humer and any other person
pursuant to which he was selected as a director of the Company, and there is no
family relationship between Mr. Humer and any of the Company's other directors
or executive officers.
In February 2021, the Company issued and sold an aggregate of 8,030,295 shares
of its common stock at a price to the public of $19.00 per share for aggregate
gross proceeds of $152.6 million in its initial public offering. At the time,
Mr. Humer was a Managing Director of Banking, Capital Markets and Advisor for
the Global Healthcare team at Citigroup Inc. Citigroup Global Markets Inc. acted
as a joint book-running manager in the offering. The Company paid $10.7 million
in underwriting discounts and commissions in total, of which Citigroup Global
Markets Inc. received $4.3 million. The Company is not aware of any other
transaction involving Mr. Humer requiring disclosure under Item 404(a) of
Regulation S-K.
Additional information about Mr. Humer is set forth below:
Kristian Humer, age 46, has served as the Chief Financial Officer and Chief
Business Officer of Viridian Therapeutics Inc. since July 2021. Prior to
Veridian, Mr. Humer served as Managing Director of Banking, Capital Markets and
Advisory for the Global Healthcare team at Citigroup Inc., from January 2017 to
July 2021, where he helped lead the firm's investment banking advisory
engagements for small- and mid-sized biopharma and select large cap
pharmaceutical companies. He previously served in a number of roles at Citigroup
Inc., including Director, Healthcare Investment Banking from 2014 to 2016, Vice
President, Healthcare Investment Banking from 2011 to 2013 and Associate,
Healthcare Investment Banking in 2010. Prior to joining Citigroup Inc.,
Mr. Humer served as Vice President and Associate in the Investment Banking
Division for the Global Healthcare team at Lehman Brothers, Inc. from 2007 to
2009. Mr. Humer started his career serving positions of increasing
responsibility in the investment banking and private banking divisions of UBS AG
and Merrill Lynch (a Bank of America company). He received an MBA from the Fuqua
School of Business at Duke University and a B.A. (Hons) in Accounting &
Economics from the University of Reading, United Kingdom.
In accordance with the Company's non-employee director compensation policy, upon
commencement of his service as a director, Mr. Humer was granted an initial
option grant to purchase 16,667 shares of the Company's common stock under its
2021 Equity Incentive Plan, with the shares vesting in 36 equal monthly
installments, subject to his continued service as a director through the
applicable vesting date. Additionally, Mr. Humer will be entitled to receive a
$35,000 annual retainer for his service as director and a $7,500 annual retainer
for his service as a member of the audit committee. At each annual stockholder
meeting following which Mr. Humer's term as a director continues (beginning with
the 2022 annual meeting of stockholders), Mr. Humer will be entitled to receive
an additional stock option to purchase 8,333 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. Mr. Humer has also
entered into the Company's standard form of indemnification agreement.
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