Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 15, 2022, Jonathan Root, M.D., resigned from the Board of Directors (the “Board”) of eFFECTOR Therapeutics, Inc. (the “Company”), effective immediately. Dr. Root advised the Company that his decision to resign was not the result of any disagreement with the Company or its management on any matter relating to the Company’s operations, policies or practices.
Additionally, on February 15, 2022, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, and pursuant to the amended and restated bylaws of the Company, the Board appointed Kristen Harrington-Smith, to fill the vacancy created by such resignation. Ms. Harrington-Smith will serve as a Class I director, with an initial term expiring at the Company’s 2022 annual meeting of stockholders.
Ms. Harrington-Smith has served as Senior Vice President & Chief Commercial Officer of ImmunoGen Inc., a publicly-traded clinical-stage biopharmaceutical company, since November 2021. Prior to joining ImmunoGen, Ms. Harrington-Smith held roles of increasing responsibility at Novartis Pharmaceuticals starting in July 2000, most recently as U.S. Commercial Head of Hematology at Novartis Pharmaceuticals from March 2020 to November 2021 and as Vice President and Head of U.S. CAR-T Franchise from September 2016 to March 2020. She holds a B.A. in Psychology, with honors, from Williams College and an M.B.A. from Kenan-Flagler Business School. Ms. Harrington-Smith’s extensive commercial experience in the pharmaceutical industry contributed to our Board’s conclusion that she should serve as a director of our company.
Pursuant to the Company’s non-employee director compensation program, Ms. Harrington-Smith was granted on the date of her 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 her appointment to the Board. Ms. Harrington-Smith will receive cash compensation for her 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. Ms. Harrington-Smith has also entered into the Company’s standard form of Indemnification Agreement, the form of which was filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-4, filed with the Securities and Exchange Commission on August 5, 2021.
There is no arrangement or understanding between Ms. Harrington-Smith and any other person pursuant to which Ms. Harrington-Smith was appointed as a director. Ms. Harrington-Smith 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 Ms. Harrington-Smith is an independent director in accordance with the listing requirements of the Nasdaq Capital Market.
