Item 5.02 Election of Directors.
On July 2, 2022, the Board of Directors (the “Board”) of Passage Bio, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Governance Committee”), appointed Dr. Michael Kamarck as a Class I director to fill a Board vacancy, and also appointed Dr. Kamarck as a member of the Governance Committee.
Dr. Kamarck is the Chairman of the Sanofi Biotech Advisory Council, a position held since 2014, and a member of the board of directors of Vaxcyte, Inc., a position held since 2021. He recently retired as Chief Technology Officer for Vir Biotechnology, Inc., where he served from 2017 to 2021. Dr. Kamarck previously held a variety of leadership roles at Merck BioVentures, Wyeth Pharmaceuticals, and Bayer AG over a period of approximately 30 years. Dr. Kamarck holds a Ph.D. in biochemistry from the Massachusetts Institute of Technology and earned a Bachelor’s degree in biology from Oberlin College.
In connection with his appointment to the Board, and in accordance with the Company’s current director compensation policy, Dr. Kamarck will receive cash compensation for serving on the Board, and the Board granted Dr. Kamarck non-incentive stock options (the “Options”) to purchase up to 48,000 shares of the Company’s common stock under the terms of the Company’s 2020 Equity Incentive Plan, with such Options vesting in substantially equal installments on each of the first 36 monthly anniversaries of the Effective Date, such that the shares underlying the Options will become fully vested and exercisable on the three-year anniversary of the date of grant, subject, however, to Dr. Kamarck’s service to the Company on each vesting date.
The Company will enter into an indemnification agreement with Dr. Kamarck in the form that it has entered into with its other directors and that is filed as Exhibit 10.4 to the Company’s registration statement on Form S-1 (File No. 333-236214).
