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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(a)
On April 10, 2023, H. Stewart Parker advised the Board of Directors (the “Board”) of Impel Pharmaceuticals Inc. (the “Company”) that she would resign as a Class I director of the Board, effective on April 10, 2023. Ms. Parker’s resignation is not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
(d)
On April 12, 2023, the Board appointed Darren Cline as a Class I director and as a member of the Nominating and Corporate Governance Committee, effective immediately.
From March 2022 to March 2023, Mr. Cline served as Chief Executive Officer and President of Epygenix Therapeutics. From April 2019 to May 2021, Mr. Cline served as the U.S. Chief Commercial Officer and member of the Executive Committee for Greenwich Bioscience, the U.S. subsidiary of GW Pharmaceuticals prior to its acquisition by Jazz Pharmaceuticals for $7.2 Billion. From October 2010 to March 2019, Mr. Cline served in various roles at Seagen Inc. (formerly Seattle Genetics, Inc.), including as its Executive Vice President, Commercial, Senior Vice-President, Commercial, and Vice President, Managed Markets, where he oversaw all marketing, sales, and managed markets. He was directly involved in the commercial build out for the launch of Adcetris, an antibody-drug conjugate (ADC) the U.S. Food and Drug Administration approved for treatment of certain hematologic cancers and played an integral role driving Adcetris’s continued growth. Mr. Cline also held numerous commercial leadership roles at Alexion. Intermune and Amgen. Mr. Cline is also currently a non-executive director of Pyxis Oncology, Inc., a preclinical oncology company focused on developing next-generation therapeutics to target difficult-to-treat cancers. Mr. Cline is also currently a non-executive director for Pliant Therapeutics, a clinical stage company focused on discovering, developing and commercializing breakthrough treatments for fibrotic diseases. From 2018 to 2020, Mr. Cline served as a non-executive director of Stemline Therapeutics, Inc., a commercial-stage biopharmaceutical company focused on the development and commercialization of novel oncology therapeutics prior to the acquisition by the Menarini Group. Mr. Cline holds a B.S. from San Diego State University and an M.B.A. from Pepperdine University. We believe that Mr. Cline is qualified to serve on our Board because he is an accomplished biopharmaceutical executive with over 30 years of commercial experience, including hematology and oncology, orphan and ultra-orphan arenas
In connection with Mr. Cline’s election as a non-employee director of the Board, he will receive a pro rata portion of the $45,000 annual retainer for service as a director for the remaining portion of the year and a pro rata portion of the $10,000 annual retainer for service as a member of the Nominating and Corporate Governance Committee for the remaining portion of the year, each in accordance with the Company’s existing compensation policy for non-employee directors. In addition, the Board granted to Mr. Cline, effective April 12, 2023, a stock option to purchase 20,013 shares of common stock at an exercise price equal to the closing sale price of the common stock on April 12, 2023, as reported by the Nasdaq Global Market, which will vest over three years, with 1/3rd of the total option grant vesting on the first anniversary of the date of grant and the remainder of the option grant vesting in equal proportions on each monthly anniversary of the first anniversary of the date of grant for the remaining two years, subject to his continued service to the Company.
The Company has entered into its standard form of indemnification agreement with Mr. Cline. The form of the indemnification agreement was previously filed by the Company as Exhibit 10.1 to the Company’s Amendment No. 1 to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 19, 2021 and incorporated by reference herein.
There are no arrangements or understandings between Mr. Cline and any other persons pursuant to which Mr. Cline was selected as a member of the Board. There are also no family relationships between Mr. Cline and any director or executive officer of the Company, nor does Mr. Cline have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.