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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On April 17, 2023, Paul Clancy notified Agios Pharmaceuticals, Inc. (the “Company”) of his decision not to stand for re-election to the Board of Directors (the “Board”) of the Company when his current term expires at the Company’s 2023 Annual Meeting of Stockholders. Upon the expiration of his term as a director, Mr. Clancy will also cease serving as the chair of the Audit Committee of the Board (the “Audit Committee”) and as a member of the Compensation & People Committee of the Board.
Election of New Director
On April 18, 2023, the Board of the Company, upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Corporate Governance Committee”), elected Jeff Capello as a director, effective as of the date of the Corporation’s 2023 Annual Meeting of Stockholders (the “Effective Date”). Mr. Capello has been designated as a class II director to serve in accordance with the Company’s Third Amended and Restated By-Laws until the Company’s 2024 Annual Meeting of Stockholders and thereafter until his successor has been duly elected and qualified or until his earlier death, removal or resignation. The Board, upon the recommendation of the Corporate Governance Committee, appointed Mr. Capello to serve as the chair of the Audit Committee, effective as of the Effective Date.
There are currently no arrangements or understandings between Mr. Capello and any other person pursuant to which Mr. Capello was selected as a director. There are currently no transactions in which Mr. Capello has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In accordance with the Company’s non-employee director compensation policy (the “Policy”), Mr. Capello will receive (i) annual cash compensation of (a) $50,000 ($12,500 per quarter) for his service as a director and (b) $20,000 ($5,000 per quarter) for his service as the chair of the Audit Committee and (ii) reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of the Board and committees thereof. In addition, in accordance with the Policy, the Board will grant Mr. Capello, effective on the Effective Date, (i) a nonstatutory stock option to purchase the number of shares of the Company’s common stock that has a Black-Scholes value as of the date of grant equal to $472,500, which will be based on the closing price of the Company’s common stock on the Nasdaq Global Select Market on the Effective Date and (ii) restricted stock units for a number of shares of the Company’s common stock equal to $157,500 divided by the closing price of the Company’s common stock on the Nasdaq Global Select Market on the Effective Date. The stock options will have an exercise price equal to the closing price of the Company’s common stock on the Nasdaq Global Select Market on the Effective Date, and will vest as to 25% of the underlying shares on the first anniversary of the Effective Date, with remainder vesting in equal increments over 36 additional months. The restricted stock units vest as to one-third of the underlying shares on each of the first, second and third anniversaries of the Effective Date.
In connection with his election to the Board, Mr. Capello will enter into an indemnification agreement (the “Indemnification Agreement”) with the Company. The Indemnification Agreement is substantially identical to the form of indemnification agreement that the Company has entered into with its other directors and provides that the Company will indemnify Mr. Capello for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as one of the Company’s directors.
The foregoing description of the Indemnification Agreement is qualified in its entirety by the full text of the form of indemnification agreement by and between the Company and each of its officers and directors, which is incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-189216), filed with the Securities and Exchange Commission on July 11, 2013.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|AGIOS PHARMACEUTICALS, INC.
|Date: April 19, 2023
|Chief Executive Officer