Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of George Scangos as Director
On May 6, 2023, the Board of Directors (the "Board") of Voyager
Therapeutics, Inc. (the "Company"), following the recommendation of the
Nominating and Corporate Governance Committee of the Board, appointed George
Scangos, Ph.D. as a director of the Company and as a member of the Science and
Technology Committee of the Board, effective May 9, 2023. Dr. Scangos was
designated as a Class I director to serve until the 2025 annual meeting of the
stockholders of the Company and thereafter until his successor has been duly
elected and qualified, or until his earlier death, resignation or removal.
Dr. Scangos has served as a member of the board of directors of Vir
Biotechnology, Inc., an immunology company, since January 2017 and served as its
President and Chief Executive Officer from January 2017 to April 2023. From
July 2010 to December 2016, Dr. Scangos served as Chief Executive Officer and as
a member of the board of directors of Biogen Inc., a biotechnology company.
Dr. Scangos served as President and Chief Executive Officer of Exelixis, Inc., a
drug discovery and development company, from October 1996 to July 2010 and as a
member of its board of directors from October 1996 to May 2020. From 1987 to
1996, Dr. Scangos served in positions of increasing responsibility at Bayer
Corporation, a biotechnology company, culminating with his service as President
of Biotechnology from 1993 to 1996. Before joining Bayer, Dr. Scangos was a
Professor of Biology at Johns Hopkins University. Dr. Scangos also currently
serves on the board of directors of Agilent Technologies, Inc., a publicly
traded life sciences, diagnostics and applied chemical analysis company.
Dr. Scangos served as Chair of Pharmaceutical Research and Manufacturers of
America in 2016, and as the Chair of the California Healthcare Institute in
2010. He was a member of the board of directors of the Global Alliance for TB
Drug Development from 2006 until 2010. Dr. Scangos currently serves on the Board
of Trustees of Cornell University and the Board of Overseers of University of
California San Francisco. Dr. Scangos received his B.A. in Biology from Cornell
University and a Ph.D. in Microbiology from the University of Massachusetts.
Dr. Scangos is to be compensated for his service as a director of the Company in
the same manner as the Company's other non-employee directors in accordance with
the terms of the Company's non-employee director compensation policy, which
provides for (i) an annual cash retainer of $40,000 for service as a member of
the Board; (ii) an annual cash retainer of $5,000 for service as a member of the
Science and Technology Committee; (iii) an initial option to purchase 44,000
shares of common stock of the Company at an exercise price equal to the closing
price per share of the Company's common stock on the Nasdaq Global Select Market
on the effective date of grant and vesting in equal quarterly installments over
a period of four years; and (iv) following each annual meeting of the Company's
stockholders, an option to purchase 22,000 shares of common stock of the
Company, vesting on the earlier of the one-year anniversary of the grant date or
the next annual meeting of the stockholders.
Dr. Scangos is expected to enter into the Company's standard form of
indemnification agreement, a copy of which was filed as Exhibit 10.9 to the
Company's Registration Statement on Form S-1 (File No. 333-207367) filed with
the Securities and Exchange Commission on October 28, 2015. Pursuant to the
terms of this agreement, the Company may be required, among other things, to
indemnify Dr. Scangos for particular expenses, including attorneys' fees,
judgments, fines and settlement amounts incurred by him in any action or
proceeding arising out of his service as a director of the Company.
There are no arrangements or understandings between Dr. Scangos and any other
persons pursuant to which he was selected as a director. Dr. Scangos has no
family relationships with any of the Company's directors or executive officers.
There are no transactions and no proposed transactions between Dr. Scangos and
the Company that would be required to be disclosed pursuant to Item 404(a) of
Regulation S-K of the Securities Act of 1933, as amended.
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