Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On October 30, 2020, Damian Lamb, Ph.D. informed Fusion Pharmaceuticals, Inc. (the “Company”) that he would resign as a director and as chairperson of the Board of Directors (the “Board”) effective on October 30, 2020. Dr. Lamb’s resignation was not caused by any disagreement with the Company on any matter related to the Company’s operations, policies or practices.
(d) On October 30, 2020, upon recommendation of the Nominating and Corporate Governance Committee of the Board elected Barbara Duncan to serve as a director and as chairperson until her successor is duly elected and qualified or until her earlier resignation or removal. Ms. Duncan will also serve as a member of the Nominating and Corporate Governance Committee of the Board.
Ms. Duncan previously served as Chief Financial Officer of Intercept Pharmaceuticals, Inc. from 2009 to 2016 and as Chief Financial Officer of DOV Pharmaceutical, Inc. from 2001 to 2006 and as its Chief Executive Officer and a member of its Board of Directors from 2007 to 2009. Ms. Duncan currently serves on the boards of directors of: Adaptimmune Therapeutics, plc; Atea Pharmaceuticals, Inc; Jounce Therapeutics, Inc.; ObsEva SA; and Ovid Therapeutics Inc., each a publicly traded biopharmaceutical company.
Ms. Duncan will be entitled to receive compensation for her board service as a non-employee director in accordance with the Company’s Non-Employee Director Compensation Policy. As a non-employee director, Ms. Duncan will be entitled to an initial option to purchase 30,000 common shares of the Company. In addition, Ms. Duncan will receive annual cash retainer of $35,000 as a member of the Board, additional annual cash retainers of $30,000 and $4,000 for serving as the chairperson of the Board and a member of the Nominating and Corporate Governance Committee, respectively. Ms. Duncan will also receive additional annual option awards to purchase 15,000 common shares of the Company, subject to her continued service on the Board.
The Company expects to enter into an indemnification agreement with Ms. Duncan, which is substantially the same form as that entered into with other directors of the Company. There are no other arrangements or understandings between Ms. Duncan and any other persons pursuant to which she was selected as a director, and Ms. Duncan has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
