| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 14, 2021, the Board of Directors (the “Board”) of Prometheus Biosciences, Inc. (the “Company”) increased the authorized number of directors to nine (9) pursuant to the bylaws of the Company. Additionally, pursuant to the bylaws of the Company, the Board appointed Fred Hassan to fill such newly created directorship. Mr. Hassan will serve as a Class III director, with an initial term expiring at the Company’s 2024 annual meeting of stockholders.
In addition, in connection with the Board appointment of Mr. Hassan, effective as of May 14, 2021, the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board is composed of Tadataka Yamada, M.D., Judith L. Swain, M.D., and Mr. Hassan. Dr. Yamada will continue to serve as chair of the Nominating Committee.
Mr. Hassan currently serves as Director of Warburg Pincus LLC, a global private equity investment institution which he joined in 2009. Previously, Mr. Hassan served as Chairman and Chief Executive Officer of Schering-Plough from 2003 to 2009. Before assuming these roles, from 2001 to 2003, Mr. Hassan was Chairman and Chief Executive Officer of Pharmacia Corporation, a company formed through the merger of Monsanto Company and Pharmacia & Upjohn, Inc. He joined Pharmacia & Upjohn, Inc. as Chief Executive Officer in 1997. Mr. Hassan has served as a director of Amgen, Inc. since 2015 and Precigen, Inc., since 2016. Previously, Mr. Hassan served as a director of Time Warner Inc. (now Warner Media, LLC) from October 2009 to June 2018 and as a director of Avon Products, Inc. from 1999 until 2013. He was Chairman of the Board of Bausch & Lomb from 2010 until its acquisition by Valeant Pharmaceuticals International, Inc. in 2013 and served on the board of Valeant Pharmaceuticals from 2013 to 2014. Mr. Hassan received a B.S. in Chemical Engineering from the Imperial College of Science and Technology at the University of London and an M.B.A. from Harvard Business School. Mr. Hassan’s extensive executive leadership and corporate governance experience in the biotechnology industry contributed to our board of director’s conclusion that Mr. Hassan should serve as a director of our company.
Pursuant to the Company’s non-employee director compensation program, Mr. Hassan was granted on the date of his appointment options to purchase 40,000 shares of the Company’s common stock, which vest in substantially equal monthly installments over the three years following the date of grant. Mr. Hassan will receive cash compensation for his service on the Board in accordance with the Company’s non-employee director compensation program, as such program may be amended from time to time. Mr. Hassan has also entered into the Company’s standard form of Indemnification Agreement, the form of which was filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2021.
There is no arrangement or understanding between Mr. Hassan and any other person pursuant to which Mr. Hassan was appointed as a director. Mr. Hassan is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended. The Board has determined that Mr. Hassan is independent director in accordance with the listing requirements of the Nasdaq Global Select Market.
