Resignation of Director
On December 3, 2020, Lu Huang resigned as a member of the Board of Directors (the “Board”) of Stealth BioTherapeutics Corp (the “Company”), effective immediately. Dr. Huang’s decision to resign from the Board was not due to a disagreement on any matter related to the Company’s operations, policies or practices.
Election of Director
On December 4, 2020, the Board, acting in accordance with the recommendation of the Nominating Committee of the Board, appointed Dr. Eve Slater as a Class I director and as a member of the Remuneration Committee, effective as of December 4, 2020.
Dr. Slater is currently Professor of Clinical Medicine at Columbia Vagelos College of Physicians and Surgeons (P&S), where she has taught for over 35 years. She was Senior Vice President, Worldwide Policy, Pfizer, Inc form May 2007 to June 2009. Prior to that, she served as Assistant Secretary for Health in the U.S. Department of Health and Human Services from 2001 to 2003, and spent over 19 years with Merck and Co., where she was Executive Director of Biochemistry and Molecular Biology, Vice President and Senior Vice President of Clinical and Regulatory Development, and SVP of External Policy. She has received the Virginia Kneeland Frantz Distinguished Women in Medicine Award from P&S, the Chairman’s Award from Merck, and was selected to the National Library of Medicine “Changing the Face of Medicine: Celebrating America’s Women Physicians”. Dr. Slater is board certified in internal medicine and cardiology and a fellow of the American College of Cardiology. Dr. Slater received her BA from Vassar College and her MD from Columbia University’s College of Physicians and Surgeons.
In accordance with the Company’s director compensation program (the “Program”), Dr. Slater will receive (i) annual cash compensation of $40,000 for her service as a director, (ii) additional annual cash compensation of $5,000 as a member of the Remuneration Committee and (iii) reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of the Board and committees thereof. In addition, in accordance with the Program, Dr. Slater was granted a share option to purchase up to 532,200 shares of the Company’s ordinary shares at a per share exercise price of $0.11 (which was the closing price of American Depositary Shares (the “ADSs”) on the Nasdaq on December 4, 2020, the date of grant, divided by 12, which is the number of ordinary shares represented by the ADS, rounded up to the nearest penny), which option will vest as monthly over three years, subject to Dr. Slater’s continued service as a director of the Company. Dr. Slater was also granted a share option to purchase 88,704 shares (based on an annual grant of 266,210 shares pro-rated based on date of appointment) of the Company’s ordinary shares at a per share exercise price of $0.11 (which was the closing price of ADSs on the Nasdaq on December 4, 2020, the date of grant, divided by 12, and rounded up to the nearest penny) as an annual share option grant, which option will vest on the earlier of (i) one year from date of grant or (ii) the date of the next annual shareholders’ meeting.
The press release issued by the Company in connection therewith is attached hereto as Exhibit 99.1.
