ELECTION OF DIRECTORS
The Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal.
The Board currently has eight members. The current directors are Marshall Fordyce, M.D., Beth Seidenberg, M.D.Michael Morrissey, Ph.D., Andrew Cheng, M.D., Ph.D., Scott Morrison,Patrick Enright, Kimball Hall, Maha Katabi, Ph.D., Kurt von Emster, Kimball Hall,Scott Morrison and Patrick Enright. Mr. von Emster has notified the Board that he intends to resign effective on the date of the Annual Meeting. Additionally, it is anticipated that Michael Morrissey, Ph.D., will be appointed to the Board effective as of the date of the Annual Meeting, such that the Board will continue to be composed of eight members.Beth Seidenberg, M.D.
There are three directors in the class whose term of office expires in 2022: Marshall Fordyce, M.D.2023: Maha Katabi, Ph.D., Beth Seidenberg, M.D.Michael Morrissey, Ph.D., and Kimball Hall.Patrick Enright. Each is currently a director of the Company. If elected at the Annual Meeting, each of these nominees would serve until the Company’s 20252026 annual meeting of stockholders and until the director’s successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is the Company’s policy to invite directors and nominees for director to attend the Annual Meeting.
Directors are elected at the Annual Meeting by a plurality of the votes of the holders of shares of Class A common stock present virtually or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve.
The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the Nominating Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating Committee views as critical to effective functioning of the Board. To provide a mix of experience and perspective on the Board, the Nominating Committee also takes into account geographic, gender, age, and ethnic diversity. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating Committee to believe that that nominee should continue to serve on the Board. However, each of the members of the Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members. The following is a brief biography as of the Record Date of each nominee and each director whose term will continue after the Annual Meeting.
Nominees for Election for a Three-year Term Expiring at the Company’s 20252026 Annual Meeting of Stockholders
Marshall Fordyce, M.D.Maha Katabi, Ph.D., 48, is our founder and has served as our President and Chief Executive Officer and as a member of our Board since May 2016. From April 2011 to July 2016, Dr. Fordyce held a number of senior leadership roles at Gilead Sciences, Inc. (“Gilead”), a biotechnology company, including Director of Clinical Research and Senior Director of Clinical Research, where he was responsible for leading teams in clinical translation, development and commercialization of new treatments. In April 2012, Dr. Fordyce joined the Albert and Mary Lasker Foundation, a foundation supporting biomedical research, as a non-executive director and continues in that role. Dr. Fordyce received a B.A. in medical anthropology from Harvard University and an M.D. from Harvard Medical School. Our Board and Nominating Committee believes that Dr. Fordyce is qualified to serve on our Board due to his extensive experience in the biotechnology industry in senior leadership roles, as well as the perspective and experience he brings as our President and Chief Executive Officer.
Beth Seidenberg, M.D., 65,49, has served as a member of our Board since June 2016.October 2020. Dr. Seidenberg is a founding Managing Director of Westlake Village BioPartners,Katabi joined Sofinnova Investments, a venture capital firm, in April 2019 as a position she has held since September 2018. Dr. SeidenbergPartner and has been a General Partner since March 2020. Previously, Dr. Katabi was a founding Managing Partner at Kleiner Perkins,Oxalis Capital, a venture capital firm, sincefrom August 2018 until April 2019. From September 2008 until January 2018, Dr. Katabi was an Investment Manager and later Partner, Private Equity at Sectoral Asset Management, an investment advisor exclusively focused on the global healthcare sector, where she was the portfolio manager of a family of funds investing in small cap and private biotech companies. Prior to joining Sectoral, Dr. Katabi was a Vice President at Ventures West from 2004 to 2008, where she focused on early-stage venture investments in the life sciences industry. She started her venture capital career in 1999 with T2C2 Capital Bio, a seed fund focused on university start-ups. Dr. Katabi was a member of the board of directors of Gyroscope Therapeutics Limited from March 2021 until it was acquired by Novartis in February 2022, and a member of the board of directors of Amplyx Pharmaceuticals, Inc. from May 2005, where she2020 until it was acquired by Pfizer Inc. (“Pfizer”) (NYSE: PFE) in April 2021. Dr. Katabi is currently a board member of Aerovate Therapeutics Inc. (Nasdaq: AVTE), Quanta Therapeutics, Inc., Rayze Bio, Inc., and Sofinnova Investments. She serves as Chairman of the board of directors of Exactis Innovation, a not-for-profit pan-Canadian research network for precision oncology, and an advisor to amplifyHERscience, a Yale Ventures program dedicated to supporting and promoting diversity,