Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 3, 2020, the Board of Directors (the “Board”) of Constellation Pharmaceuticals, Inc. (the “Company”), upon recommendation from the Nominating and Corporate Governance Committee of the Board, elected Richard Levy as a member of the Board, effective immediately. Dr. Levy will serve as a Class I director with a term expiring at the Company’s 2022 annual meeting of stockholders and thereafter until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Dr. Levy has not yet been appointed to any committees of the Board. The Board has determined that Dr. Levy is “independent” as contemplated by the Nasdaq Stock Market and other governing laws and applicable regulations. The election of Dr. Levy brings the size of the Board to eight members.
Dr. Levy, age 62, has nearly 30 years of experience in the pharmaceutical and biotechnology sectors, where he held senior clinical development positions at Incyte, Celgene, DuPont Pharmaceuticals, and Sandoz / Novartis. He served as Executive Vice President and Chief Drug Development and Medical Officer at Incyte, where from 2003 to 2016 he was responsible for the expansion of the clinical development portfolio in oncology and inflammation. Dr. Levy currently serves on the boards of Madrigal Pharmaceuticals, Kodiak Sciences, Kiniksa Pharmaceuticals, and ArTara Therapeutics. From 2016 to 2019 he served as a senior advisor at Baker Brothers Advisors, a health care investment company. Dr. Levy received his M.D. from the University of Pennsylvania School of Medicine and completed his training in Internal Medicine at the Hospital of the University of Pennsylvania and a fellowship in Gastroenterology and Hepatology at UCLA.
There are no arrangements or understandings between Dr. Levy and any other persons pursuant to which he was elected as a director. There are no transactions in which Dr. Levy has an interest requiring disclosure under Item 404(a) ofRegulation S-K of the Securities Act of 1933, as amended.
Dr. Levy will receive compensation for his service as anon-employee director and, if applicable, for committee service in accordance with the Company’s director compensation program, a summary of which was filed as Exhibit 10.8 to the Company’s Registration Statement onForm S-1 (FileNo. 333-225822) filed with the Securities and Exchange Commission on June 22, 2018 (the “Registration Statement”), including the award of aone-time nonqualified stock option under the Company’s 2018 Equity Incentive Plan to purchase 26,342 shares of common stock, $0.0001 par value per share, of the Company (“Common Stock”) at an exercise price of $30.29 per share, which was equal to the closing price of the Common Stock on the Nasdaq Global Select Market on the effective date of Dr. Levy’s election.
In connection with his election, the Company and Dr. Levy will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.24 to the Registration Statement. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Dr. Levy for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts actually and reasonably incurred by them in any action or proceeding arising out of their service as a director of the Company.
A copy of the Company’s press release announcing Dr. Levy’s election is furnished, but not filed, as Exhibit 99.1 to this Current Report onForm 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit relating to Item 5.02 shall be deemed to be furnished, and not filed:
