Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Robert Tepper, M.D.
On September 30, 2020, Robert Tepper, M.D. notified the Allena Pharmaceuticals, Inc., a Delaware corporation (the “Company”) of his intent to resign from the Board of Directors (the “Board”) and from his position as member of the Nominating and Corporate Governance Committee of the Board, effective as of October 5, 2020. Dr. Tepper’s decision to not stand for reelection was not related to any disagreement with the Company on any matter relating to its operations, policies, practices or any issues regarding financial disclosures, accounting or legal matters.
Appointment of Ann C. Miller, M.D. to the Board of Directors
On October 5, 2020, the Board appointed Ann C. Miller, M.D. to the Board, effective October 5, 2020. Dr. Miller will serve as a Class III director with a term expiring at the Company’s next annual meeting of stockholders, which is expected to be held on November 17, 2020 (the “Annual Meeting”), and until such time as her successor is duly elected and qualified, or until her earlier death, resignation or removal. Further, effective immediately following the Annual Meeting, the Board appointed Dr. Miller to serve on the audit and compensation committees of the Board, subject to her election as a director by the Company’s stockholders at the Annual Meeting.
Ann Miller has served as a member of the board of directors of Inovio Pharmaceuticals, Inc., a publicly held biotechnology company focused on the discovery, development, and commercialization of its synthetic DNA technology targeted against cancers and infectious diseases since March 2019. She has also served as a member of the board of directors of Puma Biotechnology, Inc., a biopharmaceutical company with a focus on the development and commercialization of innovative products to enhance cancer care, since November 2019. Prior to that, Dr. Miller worked at Sanofi S.A. from 2012 until her retirement in September 2018, serving as Vice President of Marketing and Vice President of Global Marketing, Oncology Division. From 2009 to 2011, Dr. Miller served as Senior Vice President of Pharmaceutical Services at Eisai Co., Ltd., leading its Primary Care and Specialty Business unit. Dr. Miller previously served in management roles in global marketing at Amgen Inc. and in positions of increasing responsibility at Merck & Co., Inc. over a period of 16 years. Dr. Miller received an M.D. from the Duke University School of Medicine and a B.A. in chemistry with honors from Duke University. She is a member of the Duke University Medical Alumni Council. We believe Dr. Miller is qualified to serve on our Board of Directors based on her broad commercial background in the biopharmaceutical industry and her clinical training and experience.
As a non-employee director, Dr. Miller will receive cash and equity compensation paid by the Company pursuant to its non-employee director compensation policy. There are no arrangements or understandings between Dr. Miller and any other person pursuant to which Dr. Miller was selected as a director, and there are no transactions between Dr. Miller and the Company that would require disclosure under Item 404(a) of Regulation S-K. In addition, the Company has entered into an indemnification agreement with Dr. Miller in connection with her appointment to the Board which is in substantially the same form as that entered into with the other directors of the Company.
Following the appointment of Dr. Miller, the Company’s Class III directors consist of Robert Alexander, Ph.D., Ann C. Miller, M.D. and Gino Santini. The terms for the Company’s Class III directors will expire at the Annual Meeting.
A copy of the press release issued by the Company announcing the foregoing activities is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
