| 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 January 29, 2020, the Board of Directors (the “Board”) of Synlogic, Inc. (the “Company”), following the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Michael F. Burgess, M.B., Ch.B., Ph.D., effective February 3, 2020 (the “Effective Date”), as a director to the Board to serve as a Class III Director with a term expiring at the Company’s 2021 annual meeting of stockholders.
Dr. Michael Burgess has been President of Research and Development at Turnstone Biologics since 2017. Prior to joining Turnstone Biologics, Dr. Burgess worked at Bristol-Myers Squibb where he led strategy and execution of translational medicine, early-stage clinical trials and clinical pharmacology across all therapeutic areas. Prior to his work at Bristol-Myers Squibb, Dr. Burgess held several senior leadership positions at Roche Pharmaceuticals, including acting Global Head of Roche Pharma Research and Early Development (pRED) and Senior Vice President and Global Head of Oncology Research and Early Development. Before joining Roche Pharmaceuticals, Dr. Burgess worked on early stage oncology clinical trials at Lilly and Company. He received his medical degree (M.B., Ch.B.) and a Ph.D. in molecular biology from the University of Bristol, U.K. and spent 10 years as a practicing physician in pediatrics and pediatric oncology.
In connection with Dr. Burgess’ election to the Board, and pursuant to the Company’s Amended and RestatedNon-Employee Director Compensation Program (as amended as described in Item 5.02(e) below) (the “Director Compensation Program”), on the Effective Date, Dr. Burgess will be granted a stock option to purchase 30,000 shares of the Company’s common stock. The stock option will have an exercise price per share equal to the closing price of the Company’s common stock on The Nasdaq Capital Market on the date of grant. The stock option will vest in substantially equal installments on each of the first three anniversaries of the date of grant, subject to Dr. Burgess’ continued service as a director.
In addition, Dr. Burgess is entitled to receive an annual cash retainer of $40,000 for his service as anon-employee director of the Company pursuant to the Director Compensation Program, prorated for the portion of the year that Dr. Burgess serves as a director.
Also in connection with Dr. Burgess’ election to the Board, Dr. Burgess and the Company will enter into an indemnification agreement in the form the Company has entered into with itsother non-employee directors, which form is filed as Exhibit 10.13 to the Company’s Amendment No. 1 to its Registration Statement onForm S-1 (File No. 333-206544) filed by the Company on September 11, 2015. Under this agreement, the Company will agree, among other things, to indemnify Dr. Burgess for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as one of the Company’s directors.
There are no arrangements or understandings between Dr. Burgess and any other person pursuant to which Dr. Burgess was appointed as a director. There are no transactions to which the Company is a party and in which Dr. Burgess has a material interest that are required to be disclosed under Item 404(a) of RegulationS-K. Dr. Burgess has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company.
On January 30, 2020, the Company issued a press release announcing Dr. Burgess’ appointment to the Board, a copy of which is attached to this Current Report on Form8-K as Exhibit 99.1.
(e) Compensatory Arrangement
On December 19, 2019, the Board, following the recommendation of the Compensation Committee, approved an amendment to the Director Compensation Policy, effective January 1, 2020. Pursuant to the Director Compensation Policy, as amended, the Company’snon-employee directors are entitled to receive compensation in the following amounts, which may be paid in cash quarterly or, at the election of the director, in the form of an option equal to the Black-Scholes value of the annual retainer, which option will be granted on the first business day of the calendar year and will vest in four quarterly installments on the last day of each calendar quarter during the calendar year, subject to continued service through each applicable vesting date:
| | • | | Eachnon-employee director receives an annual retainer in the amount of $40,000 per year. |
