Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 7, 2023, the Board of Directors (the "Board") of Zai Lab Limited (the
"Company") appointed Michel Vounatsos as an independent director, effective
immediately. Mr. Vounatsos brings to the Board extensive global leadership and
management experience in the biopharmaceutical industry, including more than 25
years of service at leading companies. His expertise includes significant
commercial experience in China and worldwide in the areas of primary care and
neuroscience. Mr. Vounatsos will serve as chairperson of the Commercial
Committee and as a member of the Research and Development Committee.
Mr. Vounatsos, 61, served as Chief Executive Officer and member of the Board of
Directors of Biogen, Inc. ("Biogen") from January 2017 to November 2022, after
serving as Executive Vice President and Chief Commercial Officer in 2016. Prior
to joining Biogen, Mr. Vounatsos held various roles of increasing responsibility
at Merck & Co. ("Merck") from 1996 to 2016. While at Merck, Mr. Vounatsos was
President of MSD China from 2008 to 2012, leading all operations in China,
creating a long-term growth strategy and several strategic alliances, and
helping MSD China grow and significantly increase sales. Mr. Vounatsos later
served as President, Primary Care & Merck Customer Centricity. In this role, he
was responsible for strategic and business development decisions to grow Merck's
primary care business. Mr. Vounatsos previously held commercial leadership
positions across Europe for Merck. Prior to Merck, Mr. Vounatsos held management
positions at Ciba-Geigy, a pharmaceutical company, from 1990 to 1996. Mr.
Vounatsos has served as a member of the Board of Directors and Audit Committee
of PerkinElmer, Inc., a global scientific technology and life science research
company, since 2020, and chair of the Nominating and Corporate Governance
Committee since October 2022. He also serves on the advisory board of Tsinghua
University School of Pharmaceutical Sciences in Beijing, China and as Chairman
of the Supervisory Board of Liryc, the Electrophysiology and Heart Modeling
Institute at the University of Bordeaux.
Mr. Vounatsos received an MBA from HEC School of Management in Paris, France and
his Certificate of Clinical and Therapeutic Synthesis ("C.S.C.T.") in Medicine
from Université Victor Segalen, Bourdeaux II, also in France.
Mr. Vounatsos has entered into an agreement with the Company for his period of
service as a director until the next annual general meeting and will receive
compensation from the Company in accordance with its non-employee director
compensation policy, including an annual cash retainer of $50,000 for his
service on the Board, an additional annual cash retainer of $15,000 for his
service as chairperson of the Commercial Committee, and an additional annual
cash retainer of $7,500 for his service as a member of the Research and
Development Committee, each of which will be pro-rated for his period of
service. In March 2023, Mr. Vounatsos will receive an award of restricted shares
worth $750,000 on the date of grant, which will vest ratably over three years on
the anniversary of the grant date, subject to his continued service as a member
of the Board through such date. Furthermore, it is expected that he will receive
equity compensation in subsequent years pursuant to the Company's non-employee
director compensation policy, subject to his continued service as a member of
the Board.
In accordance with the Company's customary practice, the Company has entered
into an indemnification agreement with Mr. Vounatsos, which requires the Company
to indemnify Mr. Vounatsos against certain liabilities that may arise in
connection with his status or service as a director. The foregoing description
of the indemnification agreement does not purport to be complete and is
qualified in its entirety by the full text of the form of indemnification
agreement, which is filed as Exhibit 10.25 to the Company's Annual Report on
Form 10-K filed on March 1, 2022 and which is incorporated herein by reference.
There is no arrangement or understanding between Mr. Vounatsos and any other
person pursuant to which Mr. Vounatsos was selected as a director. There are no
transactions involving Mr. Vounatsos requiring disclosure under Item 404(a) of
Regulation S-K of the SEC.
A copy of the press release announcing Mr. Vounatsos's election to the Board is
filed as Exhibit 99.1 and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release issued by Zai Lab Limited on January 9, 2023
104 The cover page of this Current Report on Form 8-K is formatted in Inline XBRL
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