Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(d)
On April 19, 2017 (the
Effective Date
), the Board of Directors (the
Board
) of Adverum
Biotechnologies, Inc. (the
Company
) appointed Richard N. Spivey, Pharm.D., Ph.D. to the Board, effective immediately. Dr. Spivey will serve as a Class III director of the Company, to hold office until the Companys
2017 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation or removal. The Board has determined that Dr. Spivey satisfies the applicable independence requirements of the NASDAQ
Listing Rules.
Dr. Spivey, age 67, has significant experience in research and development at leading global pharmaceutical
companies. Dr. Spivey currently serves as a scientific advisor to the pharmaceutical industry. From 2010 to 2015, Dr. Spivey served as senior vice president of global regulatory affairs at Allergan, plc, a publicly traded biopharmaceutical
company. During his tenure, he was responsible for pharmaceuticals, including the approvals of Botox and Ozurdex, and medical devices. From 2002 to 2010, Dr. Spivey worked with Meda AB, a pharmaceutical company, after the acquisition of
MedPointe Pharmaceuticals, serving as chief scientific officer and head of research and development for both. Earlier in his career, Dr. Spivey worked for Pharmacia Corporation (now Pfizer, Inc.), a pharmaceutical company, Schering-Plough
Corporation (now Merck & Co.), a pharmaceutical company, Parke-Davis/Warner-Lambert (now Pfizer, Inc.), a pharmaceutical company, and Boots Pharmaceuticals, Inc., a pharmaceutical company. Dr. Spivey also serves as a member of the
board of directors of Inotek Pharmaceuticals Corporation, a publicly traded biopharmaceutical company, where he is chairman of the nominating and governance committee, since 2015. Dr. Spivey earned a Ph.D. in Pharmacy Administration from the
University of Minnesota and a Pharm.D. from the University of Southern California.
On the Effective Date, in connection with his
appointment to the Board, Dr. Spivey was granted an initial equity award valued at $250,000, split equally in value between options and restricted stock units. The number of options and restricted stock units awarded to Dr. Spivey were
determined based on the closing price of the Companys common stock on NASDAQ on the Effective Date.
One-third
of the shares subject to the options and restricted stock units vest and become exercisable
on each anniversary of the Effective Date, subject to Dr. Spiveys continued service to the Company on each such vesting date.
As a
non-employee
director, Dr. Spivey will receive compensation in the same manner as the
Companys other
non-employee
directors, including an annual equity award. Additionally, the Company and Dr. Spivey will enter into an indemnification agreement in substantially the same form that the
Company has entered into with each of the Companys existing directors. The form of such indemnification agreement was previously filed by the Company as an exhibit to its Registration Statement on Form
S-1
(File
No. 333-197133)
filed with the Securities and Exchange Commission.
Dr. Spivey was also appointed the chairman of the nominating and governance committee of the Board and appointed to the audit committee
of the Board. The Board has determined that Dr. Spivey satisfies all applicable requirements to serve on such committees.
There are
no arrangements or understandings between Dr. Spivey and any other persons pursuant to which he was appointed as a member of the Board. There are no family relationships between Dr. Spivey and any director, executive officer or any other
person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation
S-K
promulgated by the
Securities and Exchange Commission) between Dr. Spivey and the Company.
The Company plans to notify the NASDAQ Stock Market that, as a result of Dr. Spiveys
appointment to the Board and audit committee, the Company has regained compliance with NASDAQ Listing Rule 5605(b)(1), which requires that the majority of the board be composed of independent directors, and NASDAQ Listing Rule 5605(c)(2)(A), which
requires that the audit committee of the Board be comprised of at least three directors who meet certain independence and other requirements.