Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Election of Director
On December 17, 2021, the Board of Directors (the “Board”) of Rapid Micro Biosystems, Inc. (the “Company”) appointed Inese Lowenstein to the Board. Ms. Lowenstein will serve as a Class III director until her term expires at the 2024 annual meeting of stockholders, at which time she will stand for election by the Company’s stockholders. Ms. Lowenstein was also appointed to the Audit Committee of the Board. The Board has determined that Ms. Lowenstein meets the requirements for independence of audit committee members under the applicable listing standards of The Nasdaq Stock Market and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
There are no arrangements or understandings between Ms. Lowenstein and any other person, in each case, pursuant to which Ms. Lowenstein was appointed to serve on the Board. There are no family relationships between Ms. Lowenstein and any other director or executive officer of the Company and there have been no transactions between Ms. Lowenstein and the Company in the last fiscal year, and none are currently proposed, that would require disclosure under Item 404(a) of Regulation S-K.
Ms. Lowenstein will receive the standard cash and equity compensation available to the Company’s current non-employee directors, pursuant to the Company’s Non-Employee Director Compensation Program, filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-257431) filed with the Securities and Exchange Commission (“SEC”) on June 25, 2021, as amended (the “Registration Statement”), declared effective by the SEC on July 14, 2021. In connection with her election, Ms. Lowenstein was granted an option under the Company’s 2021 Incentive Award Plan to purchase 25,000 shares of Class A Common Stock at an exercise price of $11.23, the closing price of the Company’s Class A common stock on the date of grant, with such option to vest and become exercisable in 36 substantially equal monthly installments following the date of grant, assuming continued service as a director. The Company also entered into its an indemnification agreement with Ms. Lowenstein, in the form filed as Exhibit 10.6 to the Registration Statement.
Ms. Lowenstein has been at Danaher Corporation for five years, currently serving in a part time role as Senior Talent Advisor. Prior to her current role, she was President of SCIEX, a Danaher company, where she enhanced the organization’s innovation and commercial execution capabilities. Ms. Lowenstein has over 20 years of cross-industry and international experience and a strong leadership background in sales, marketing, product management and general management. Prior to prior to joining Danaher, she held roles of increasing responsibility at Merck KGaA and EMD Millipore, most recently as Executive Vice President, Head of Display Materials Business Unit.
A copy of the press release announcing Ms. Lowenstein’s appointment to the Board being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in the press release attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01Financial Statements and Exhibits.
*Furnished herewith
