| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d)
Appointment of Fouad Namouni, M.D., as a Director
On April 30, 2024, the Board of Directors (the “Board”) of Vor Biopharma Inc. (the “Company”) increased the size of the Board from six to seven members and appointed Fouad Namouni, M.D., to fill the resulting vacancy, to serve on the Board as an independent Class II director, until the Company’s 2026 annual meeting of stockholders and until his successor is duly elected and qualified. The Board also appointed Dr. Namouni to serve on the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”).
Dr. Namouni, 55, has served as President, Research and Development of Blueprint Medicines Corporation (“Blueprint”), a global biopharmaceutical company, since September 2020. Prior to Blueprint, Dr. Namouni served in various leadership roles at Bristol Myers Squibb Company (“BMS”) since 1999, most recently as Senior Vice President and Head of Oncology Development from August 2016 to April 2020 with the responsibility for driving product development plans across a portfolio of drug candidates. Previously, Dr. Namouni served as Head of Global Medical Affairs at BMS from September 2015 to September 2017 and Head of Development at BMS for OPDIVO® (nivolumab) and YERVOY® (ipilimumab) from January 2011 to September 2015. Dr. Namouni previously served as a member of the board of directors of Aprea Therapeutics Inc. from June 2020 to May 2022. Dr. Namouni has more than 20 years of oncology and cancer immunotherapy drug development expertise, as well as clinical experience as a pediatric oncologist. He holds an M.D. from the University of Annaba Medical School in Algeria and a Pediatrics degree from Université Rene Descartes in Paris, France. Additionally, Dr. Namouni received a Pediatric Oncology and Hematology degree and an M.S. in clinical and experimental pharmacology from Université Paris-Sud in France. The Company believes that Dr. Namouni is qualified to serve on the Board due to his experience in oncology and cancer immunotherapy drug development and his service in leadership roles and as a director of other biotechnology companies.
In connection with his service as a director, Dr. Namouni will receive the Company’s standard non-employee director cash and equity compensation under its Non-Employee Directors’ Compensation Policy, which is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2023. Pursuant to the Non-Employee Directors’ Compensation Policy, Dr. Namouni will receive a cash retainer fee of $40,000 for service as a director and $4,000 for service as a member of the Nominating Committee, payable in equal quarterly installments in arrears on the last day of each fiscal quarter, in each case pro-rated based on days served in the applicable fiscal quarter. In addition, Dr. Namouni received a stock option to purchase 60,000 shares of the Company’s common stock on the date of his appointment to the Board and will be eligible to receive a stock option to purchase 30,000 shares of the Company’s common stock on the date of each annual stockholder meeting of the Company, beginning with the 2024 stockholder meeting.
Dr. Namouni also entered into an indemnification agreement with the Company in the form previously approved by the Board and filed with the SEC as Exhibit 10.8 to the Company’s Registration Statement on Form S-1 on January 15, 2021.
There is no arrangement or understanding between Dr. Namouni and any other person pursuant to which Dr. Namouni was appointed as a member of the Board, and Dr. Namouni has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On May 2, 2024, the Company issued a press release announcing the appointment of Dr. Namouni to the Board, a copy of which is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
