Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 28, 2022, the board of directors (the "Board") of Surface Oncology, Inc.
(the "Company") appointed Carsten Brunn, Ph.D. as a member of the Company's
Board and as a member of the Compensation Committee of the Board, effective as
of June 28, 2022. Dr. Brunn will serve as a Class II director, to serve until
the Company's annual meeting of stockholders in 2023 and until his successor is
duly elected and qualified, or until his earlier resignation or removal.
Dr. Brunn has over 25 years of industry experience and since December 2018 has
served as the President, Chief Executive Officer and member of the board of
directors of Selecta Biosciences, Inc. ("Selecta"). Prior to joining Selecta,
Dr. Brunn was the President of Pharmaceuticals for the Americas Region and a
member of the Global Pharmaceutical Executive Committee at Bayer AG, a
pharmaceutical company, since January 2017. Previously to that, he served as
President of Bayer Pharmaceuticals in Japan, a role he held since March 2013. He
also served as the Chairman of the European Federation of Pharmaceutical
Industries and Associations (EFPIA) Japan, an organization representing
pharmaceutical companies in Japan. Dr. Brunn has held a number of senior
leadership positions at Eli Lilly, Novartis, Basilea and Bausch and Lomb in
Europe, Asia and the United States. He currently serves on the board of
directors of the Biotechnology Innovation Organization (BIO). Dr. Brunn holds a
Ph.D. in Chemistry from the University of Hamburg and a Master of Science in
Pharmaceutical Sciences from the University of Freiburg. He also studied at the
University of Washington under a research scholarship and completed his
executive education at London Business School. The Board believes Dr. Brunn's
extensive experience as a senior executive of life sciences companies and
knowledge of the pharmaceutical and biotechnology industries qualifies him to
serve as a director of the Company.
Dr. Brunn will be compensated for his service as a non-employee director and
will receive an initial option award to purchase 48,000 shares of the Company's
common stock pursuant to the Company's 2018 Stock Option and Incentive Plan. As
a non-employee director, Dr. Brunn is also entitled to receive an annual cash
retainer of $40,000 as a member of the Board and an additional annual cash
retainer of $5,000 as a member of the Compensation Committee of the Board.
The Company will enter into an indemnification agreement with Dr. Brunn in
connection with his appointment to the Board, which is in substantially the same
form as that entered into with the other directors of the Company. There are no
other arrangements or understandings between Dr. Brunn and any other persons
pursuant to which he was selected as a director, and Dr. Brunn has no family
relationships with any of the executive officers or directors of the Company.
Additionally, Dr. Brunn has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with the appointment of Dr. Brunn to the Company's Board, the
Company issued a press release on June 29, 2022, a copy of which is filed
herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press release issued by Surface Oncology, Inc. on June 29, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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