| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Appointment of Mary Thistle to the Board of Directors
On April 18, 2022, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Vigil Neuroscience, Inc. (the “Company”), the Board appointed Mary Thistle to the Board, effective as of April 18, 2022 (the “Effective Date”). Ms. Thistle will serve as a Class II director until her term expires at the 2023 annual meeting of stockholders at which time she will stand for election by the Company’s stockholders. The Board determined that Ms. Thistle is independent under the listing standards of the Nasdaq Stock Market.
Ms. Thistle was also appointed to serve as a member of the Audit Committee of the Board (the “Audit Committee”). The Board has determined that Ms. Thistle meets the requirements for independence of audit committee members under the applicable listing standards of Nasdaq and the Securities Exchange Act of 1934, as amended. Effective as of Effective Date, the Audit Committee is composed of Ms. Thistle, Clay Thorp, Gerhard Koenig, PhD. and Shaan Gandhi, MD, DPhil., and is chaired by Clay Thorp.
Ms. Thistle has served as Special Advisor to the Bill & Melinda Gates Medical Research Institute, a non-profit biotech organization, since October 2020, and previously served as the organization’s Chief of Staff from January 2018 until she assumed her current role. Prior to that, she held senior leadership positions at Dimension Therapeutics, Inc., a gene therapy company, including Chief Operating Officer from 2016 to 2017 and Chief Business Officer from 2015 to 2016. Prior to joining Dimension Therapeutics, Inc., she held several executive positions, including Senior Vice President, Business Development, at Cubist Pharmaceuticals, Inc., a biopharmaceutical company, from 2014 to 2015, Vice President, Business Development from 2012 to 2013 and Senior Director, Business Development from 2009 to 2012. Ms. Thistle currently serves on the board of directors of Alaunos Therapeutics, Inc. (NASDAQ: TCRT) and Homology Medicines, Inc. (NASDAQ: FIXX) as well as the boards of several private companies. Ms. Thistle holds a B.S. in Accounting from the University of Massachusetts, Boston.
As a non-employee director, Ms. Thistle will receive cash compensation for her Board service in accordance with the Company’s Non-Employee Director Compensation Policy (the “Compensation Policy”). In addition, under the Compensation Policy, upon her election as a director on April 18, 2022, Ms. Thistle was granted an option to purchase 24,309 shares of the Company’s common stock at an exercise price per share of $6.80. This option shall vest in equal monthly installments over three years from the date of grant, provided, however, that all vesting shall cease if the director ceases to have a service relationship, unless the Board determines that the circumstances warrant continuation of vesting. Ms. Thistle is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Ms. Thistle and any other persons pursuant to which she was selected as a director. In addition, Ms. Thistle will enter into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors, a copy of which was filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-261230) filed with the Securities and Exchange Commission on January 3, 2022. Pursuant to the terms of this agreement, the Company may be required, among other things, to indemnify Ms. Thistle for some expenses, including attorneys’ fees, judgments, fines and settlement amounts respectively incurred by her in any action or proceeding arising out of her respective service as one of our directors.
| Item 7.01 | Regulation FD Disclosure. |
On April 20, 2022, the Company issued a press release titled “Vigil Neuroscience Expands Leadership Team and Board of Directors”, where it announced the appointment of Ms. Thistle to the Board as well as the appointment of Christopher Verni as General Counsel of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
