Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors
On March 3, 2021, the Board of Directors (the “Board”) of Viracta Therapeutics, Inc. (the “Company”) increased the size of the Board to nine (9) and appointed Barry J. Simon, M.D. and Stephen Rubino, Ph.D., MBA to the Board to fill the vacancies resulting from such increase, in each case effective March 3, 2021. Dr. Simon will serve as a Class II director and Dr. Rubino will serve as a Class III director. In addition, as set forth below, Dr. Simon was appointed as the Chairperson of the Compensation Committee and a member of the Audit Committee and Dr. Rubino was appointed as a member of the Audit Committee and the newly formed Science and Technology Committee.
Dr. Simon, 56, has served the President and Chief Administrative Officer of NantKwest, Inc. since January 2017 and served as President and Chief Operating Officer from March 2015 to December 2016. From 2007 to March 2015, Dr. Simon was NantKwest’s President and Chief Executive Officer. Dr. Simon has also served on the Board of Directors of NantKwest since 2007. He also serves on the board of directors of Cue BioPharma, a biopharmaceutical company and Brink Biologics Inc., a bioanalytics, reagents and testing services company, and previously served on the board of directors of Viracta Subsidiary, Inc. (previously named Viracta Therapeutics, Inc.) from July 2017 to November 2020. Previously, Dr. Simon held Vice President, senior level and advisory positions at F. Hoffmann-La Roche, a global healthcare company, Roche Labs, a pharmaceuticals company, Connetics Corporation, a specialty pharmaceutical company, Immunomedics, a biopharmaceutical company, Immusol, a biopharmaceutical company, HealthPro BioVentures, LLC, a healthcare and life sciences investment bank and NorthSound Capital, LLC, a U.S.-based hedge fund. Dr. Simon attended corporate training programs by the London School of Business and the Amos Tuck School of Business at Dartmouth College. Dr. Simon trained clinically in Infectious Diseases at Albert Einstein College of Medicine, Anesthesiology at The Mount Sinai Medical Center and Internal Medicine at New York University and received his M.D. from the SUNY Downstate Health Sciences Center in New York. The Board believes that Dr. Simon is qualified to serve as a member of the Board because of his extensive medical and scientific knowledge and experience, as well as his senior management experience in the biopharmaceutical industry.
Dr. Rubino, 62, has served as the Chief Business Officer of Celyad Oncology, a biotechnology company, since February 2020. Previously, Dr. Rubino served as Chief Business and Strategy Officer at Omega Therapeutics from May 2018 to May 2019, as an Entrepreneur in Residence at Fortress Biotech from March 2017 to May 2018, and in various positions at Novartis, a biotechnology company, from 2001 until 2017, including most recently as Global Head of Business Development & Licensing and New Product Marketing, Cell & Gene Therapy Unit, from November 2014 to March 2017. Dr. Rubino also serves on the board of directors of Sermonix Pharmaceuticals. Dr. Rubino received a Ph.D. in virology from Cornell University and an M.B.A. from Baruch College. The Board believes Dr. Rubino is qualified to serve on the Board because of his extensive management and commercial experience in the fields of biotechnology and oncology.
Each of Dr. Simon and Dr. Rubino will be compensated in accordance with the Company’s amended and restated outside director compensation policy, which has been filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2017. In addition, each of Dr. Simon and Dr. Rubino will enter into the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-121646) filed with the SEC on December 23, 2004.
There is no arrangement or understanding between either Dr. Simon or Dr. Rubino and any other persons pursuant to which either Dr. Simon or Dr. Rubino was elected as a director. In addition, neither Dr. Simon nor Dr. Rubino is a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between either of Dr. Simon or Dr. Rubino and any of the Company’s directors or executive officers. The Board has determined that Dr. Simon and Dr. Rubino meet the applicable independence requirements of The Nasdaq Stock Market LLC.
Promotion of Chief Operating Officer
Also on March 3, 2021, the Board approved the promotion of Daniel Chevallard, the Company’s Chief Financial Officer, Treasurer and Secretary to the additional role of Chief Operating Officer. There were no changes to Mr. Chevallard’s compensation arrangements in connection with the promotion.
