Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On May 29, 2020, Sean Nolan notified the Board of Directors (the “Board”) of Neoleukin Therapeutics, Inc. (the “Company”) of his intent to resign as a Class I director of the Board, and as a member of the Compensation Committee (the “Compensation Committee”) and the Audit Committee (the “Audit Committee”) of the Board, effective as of June 1, 2020 (the “Resignation Date”).
Appointment of New Director
On May 29, 2020, upon the recommendation of the Nominating and Corporate Governance of the Board (the “Governance Committee”), the Board appointed Erin Lavelle as a Class I director to fill the position vacated by Mr. Nolan, and as a member of the Audit Committee and the Governance Committee, effective as of the Resignation Date (the “Effective Date”).
In connection with Mr. Nolan’s resignation and Ms. Lavelle’s appointment, the Board also approved and ratified the following committee appointments:
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Audit Committee | | Todd Simpson (Chairperson) Lewis T. “Rusty” Williams Erin Lavelle |
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Compensation Committee | | Lewis T. “Rusty” Williams (Chairperson) M. Cantey Boyd Sarah B. Noonberg |
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Governance Committee | | Sarah B. Noonberg (Chairperson) M. Cantey Boyd Erin Lavelle |
From April 2018 to February 2020, Ms. Lavelle served as the Chief Operating Officer at Alder BioPharmaceuticals, Inc. In addition to that role, she served as Alder’s appointed director for Vitaeris Inc., a privately held biotechnology company founded based in Vancouver, British Columbia, Canada. Prior to that, she served in various roles at Amgen Inc. from 2003 to 2018, most recently serving as General Manager Taiwan from September 2017 to April 2018, as Executive Director, Japan Asia Pacific (Hong Kong) from May 2016 to September 2017, and Executive Director, Global Marketing Business Analytics and Insights from June 2014 to May 2016. She started her career in Investment Banking at Merrill Lynch. Ms. Lavelle holds a Bachelor of Arts in Economics from Yale University.
In connection with her appointment to the Board, and in accordance with the Company’s current director compensation policy, Ms. Lavelle will receive cash compensation for serving on the Board, and the Board granted Ms. Lavellenon-incentive stock options (the “Options”) to purchase up to 50,000 shares of the Company’s common stock under the terms of the Company’s 2014 Equity Incentive Plan, with such Options vesting annually over three years, beginning on the Effective Date, subject, however, to Ms. Lavelle’s service to the Company on each vesting date.
The Company will enter into an indemnification agreement with Ms. Lavelle in the form that it has entered into with its other directors and that is filed as Exhibit 10.5 to the Company’s registration statement on FormS-1 (FileNo. 333-193615).
