Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Director Resignation
On October 22, 2021, Josiah Hornblower notified the board of directors (the
"Board") of Shattuck Labs, Inc. (the "Company") of his intent to resign as a
director and Chairman of the Board, effective as of such date. Mr. Hornblower's
decision was not the result of any dispute or disagreement with the Company on
any matter relating to the Company's operations, policies or practices. The
Board appointed independent director George Golumbeski to replace Mr. Hornblower
as Chairman of the Board.
Director Appointment
On October 22, 2021, the Board appointed Dr. Carrie Brownstein as a member of
the Board, effective immediately. Dr. Brownstein will serve as a Class I
director until the Company's 2024 Annual Meeting of Stockholders or until her
successor is duly elected and qualified. Dr. Brownstein was also appointed as a
member of the Nominating and Corporate Governance Committee of the Board.
Since April 2020, Dr. Brownstein, age 51, has served as Chief Medical Officer of
Cellectis S.A. (Nasdaq: CLLS), a biotechnology company with a foundation in gene
editing that is focused on developing novel cellular therapies for cancer and
rare diseases, and she currently sits on its executive committee.
Dr. Brownstein's career in the pharmaceutical industry includes over 15 years
developing novel therapeutics for the treatment of cancer and rare diseases. She
has held roles of increasing responsibility at prominent bio-pharmaceutical
companies, including F. Hoffmann-La Roche Ltd (OTCMKTS: RHHBY), Genentech, Inc.,
Regeneron Pharmaceuticals, Inc. (Nasdaq: REGN), and Celgene Corporation. From
August 2012 to March 2017, Dr. Brownstein served as Executive Director of
Clinical Sciences Oncology at Regeneron, a biotechnology company, where she led
first in human trials and development plans for multiple antibody therapies
including REGN1979, the first bispecific antibody to enter the clinic. From
March 2017 to November 2019, she served as Executive Director of Strategic Lead
Myeloid Diseases, and subsequently, Vice President and Therapeutic Area Head for
Myeloid Diseases at Celgene, an oncology- and immunology-focused pharmaceutical
company, where she led multiple teams to successfully gain approval and launched
multiple novel therapeutic agents including luspatercept (Reblozyl), fedratinib
(Inrebic), enasidenib (Idihfa) and CC-486 (Onureg). In November 2019, Celgene
was acquired by Bristol-Myers Squibb Company (NYSE: BMY), and Dr. Brownstein
continued to serve as Vice President and Therapeutic Area Head for Myeloid
Diseases through April 2020.
Dr. Brownstein received her A.B. from the University of Michigan and her M.D.
from Tufts University School of Medicine. She completed her internship and
residency in Pediatrics at Babies and Children's Hospital of Columbia University
Medical Center, and subsequently, completed sub-specialty training in Pediatric
Hematology and Oncology at Memorial Sloan Kettering Cancer Center.
Dr. Brownstein has been board certified by the American Board of Pediatrics in
Pediatrics and Pediatric Hematology and Oncology and maintains certification in
Pediatric Hematology and Oncology.
Dr. Brownstein will be entitled to receive compensation in accordance with the
Company's non-employee director compensation policy, which is described in the
Company's Proxy Statement on Schedule 14A filed with the U.S. Securities and
Exchange Commission on April 22, 2021. Dr. Brownstein will enter into the
Company's standard form of indemnification agreement, which was previously filed
by the Company as Exhibit 10.1 to the Company's Form S-1/A filed on October 5,
2020.
There are no arrangements or understandings between Dr. Brownstein and any other
persons pursuant to which she was elected as a director of the Company. There
are no family relationships between Dr. Brownstein and any director or executive
officer of the Company, and she has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
A copy of the Company's press release announcing the foregoing leadership
changes is attached hereto as Exhibit 99.1.
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Item 9.01 Financial Statements and Exhibits.
Exhibits
Exhibit
Number Description of Exhibit
99.1 Press release issued by Shattuck Labs, Inc. dated October 28, 2021.
104 The cover page from the Company's Current Report on Form 8-K formatted
in Inline XBRL.
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