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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
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On March 19, 2019, the Board of Directors (the “Board”)
of Spero Therapeutics, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed Cynthia Smith to the Board, effective as of March 19, 2019. Ms. Smith will serve as a
Class I Director for the remainder of the Class I term, which is up for reelection at the Company’s 2021 annual meeting of stockholders. The Board has not yet determined on which Board committees Ms. Smith will serve. The Board
also approved an increase in the size of the Board from seven members to eight members, pursuant to Article II, Section 2.2 of the Company’s Amended and Restated Bylaws.
Ms. Smith has more than 20 years of leadership experience within the healthcare industry. Ms. Smith currently sits on the boards of Dicerna
Pharmaceuticals, Inc. and Akebia Therapeutics, Inc., and previously served on the board of Nivalis Therapeutics, Inc. Most recently she served as Chief Commercial Officer and as a member of the executive team of ZS Pharma, Inc. (acquired by
AstraZeneca), where she led efforts to transition the company from the development stage to a commercial enterprise. Prior to joining ZS Pharma, Ms. Smith served as Vice President, Market Access and Commercial Development at Affymax, Inc.
Earlier, she held various senior leadership positions in market access, corporate strategy, government relations and external affairs at Merck & Co. Before beginning her career in the biopharmaceutical industry, Ms. Smith served as a
healthcare policy analyst in the White House Office of Management and Budget.
The Board has affirmatively determined that Ms. Smith is an
independent director pursuant to Nasdaq’s governance listing standards and those rules and regulations issued pursuant to the Securities Exchange Act of 1934, as amended. There are no arrangements or understandings between Ms. Smith
and any other person pursuant to which Ms. Smith was appointed as a director. There are no transactions to which the Company is a party and in which Ms. Smith has a material interest that are required to be disclosed under Item 404(a)
of Regulation
S-K.
Ms. Smith has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company.
Ms. Smith will be entitled to the standard compensation paid by the Company to all of its
non-employee
directors
under the Company’s
Non-Employee
Director Compensation Policy
(pro-rated
as applicable to reflect the actual time Ms. Smith will serve on the Board for the
year), a copy of which is filed as Exhibit 10.20 to the Company’s Registration Statement on Form
S-1,
as amended (File
No. 333-220858),
filed by the Company on
October 23, 2017.
Ms. Smith will also enter into an indemnification agreement on the form the Company has entered into with its other
non-employee
directors, which form is filed as Exhibit 10.5 to the Company’s Registration Statement on Form
S-1
(File
No. 333-220858)
filed by the Company on October 6, 2017 and is incorporated herein by reference.
A copy
of our press release announcing Ms. Smith’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.