| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of New Directors
On August 8, 2022, the Board of Directors (the “Board”)
of Albireo Pharma, Inc. (the “Company”) elected Susan Alesina to the Board as a Class I director, for a term to
continue until the 2023 annual meeting of the Company’s stockholders and thereafter until Ms. Alesina’s successor has
been elected and qualified or until her earlier death, resignation or removal. On the same day, the Board elected Habib Dable to the Board
as a Class II director, for a term to continue until the 2024 annual meeting of the Company’s stockholders and thereafter until
Mr. Dable’s successor has been elected and qualified or until his earlier death, resignation or removal. Ms. Alesina and
Mr. Dable have not yet been appointed to serve on any committee of the Board.
Ms. Alesina,
age 59, has served as Vice President, National Business Development and Alliances, at Boston Children’s Hospital since September 2015.
In this role, she leads efforts to identify and develop strategic partnerships with national health systems and hospital providers to
improve access for pediatric patients with rare and complex conditions. From 2014 to 2015, Ms. Alesina served as the Global Head
of Business Partners Communications at Millipore Sigma, a leading supplier of technologies and services to the global life science industry,
where she was responsible for articulating the strategy of various business sectors to internal and external stakeholders. Prior to that,
Ms. Alesina served as a business consultant for pharmaceutical companies as well as had various leadership roles in corporate
planning and communications at Sunovion Pharmaceuticals Inc. (“Sunovion”). During her tenure at Sunovion, Ms. Alesina supported
the launch of products including Lunesta® and Latuda®. Ms. Alesina was a board member of the Thompson Island Outward Bound
Education Center, St. Mark’s School of Southborough, MA, and the Boston Chapter of the Healthcare Businesswomen’s Association
where she also served as the president. Ms. Alesina currently serves on the board of the HBS Healthcare Alumni Association. Ms. Alesina
holds a Bachelor’s degree from the University of North Carolina at Chapel Hill, where she was a Morehead-Cain Scholar, and an M.B.A.
from Harvard Business School. The Board has concluded that Ms. Alesina’s qualifications to serve on the Board include her
extensive experience in strategic planning and analysis, and business development and communications across the healthcare and life sciences
industries.
Mr. Dable,
age 53, has been an Independent Director at Blueprint Medicines Corporation (Nasdaq: BPMC), a global precision therapy company
developing therapies for people with cancer and blood disorders, since June 2022, and a part-time Venture Partner at RA Ventures
since April 2022. He previously served as Chief Executive Officer and President and a member of the board of directors of
Acceleron Pharma Inc., a biopharmaceutical company targeting leading-edge therapies for patients with serious and rare
diseases, from December 2016 until its sale to Merck Sharp & Dohme Corp. in November 2021. Prior to joining
Acceleron Pharma Inc., Mr. Dable spent 22 years at Bayer AG (OTCMKTS: BAYRY), a German multinational pharmaceutical and
biotechnology company with core competencies in the life science fields of health care and nutrition. During his tenure at Bayer AG,
Mr. Dable held positions of increasing responsibility, including President of U.S. Pharmaceuticals, Executive Vice President,
Global Head Specialty Medicine, and led the launch of various brands, including EYLEA®, Stivarga®, and Xofigo®.
Mr. Dable previously served on the board of directors and was a member of the compensation and transaction committees of
Tempest Therapeutics, Inc. (formerly known as Millendo Therapeutics, Inc.) (Nasdaq: TPST), a clinical-stage oncology
company advancing small molecules that combine both tumor-targeted and immune-mediated mechanisms with the potential to treat a wide
range of tumors, from September 2018 until Millendo Therapeutics, Inc. merged with TempestTx, Inc. and was renamed
Tempest Therapeutics, Inc. in June 2021. Mr. Dable also served on the Board of Directors of the Biotechnology Innovation
Organization (BIO). Mr. Dable earned both Bachelor’s and Master’s degrees in Business Administration from the
University of New Brunswick and completed an executive program from Stanford University’s Graduate School of Business. The
Board has concluded that Mr. Dable’s qualifications to serve on the Board include his extensive executive leadership
experience and industry knowledge across the healthcare and life sciences industries.
Pursuant
to the Company’s Nonemployee Director Compensation Policy, as amended (the “Director Compensation Policy”), on August 8,
2022, each of Ms. Alesina and Mr. Dable was granted a nonqualified stock option to purchase 16,000 shares of the Company’s
common stock, par value $0.01 per share (“Common Stock”), at an exercise price of $25.86 per share, the closing price of the
Company’s Common Stock on the grant date. Ms. Alesina and Mr. Dable will each be eligible to receive the same compensation
for their service on the Board as other nonemployee directors under the Director Compensation Policy, which includes (i) cash fees
of $40,000 per year for their service on the Board, (ii) a nonqualified stock option to purchase the lesser of (a) 8,000 shares
of the Company’s Common Stock and (b) the number of shares of Common Stock having an aggregate grant date fair value of $300,000
(rounded down to the nearest whole share) (the “Annual Director Grant Fair Value Cap”), each year on the fifth business day
after the Company’s annual meeting of stockholders, and (iii) the reimbursement of business expenses in connection with their
service on the Board. The Director Compensation Policy is further described in the definitive proxy statement relating to the Company’s
2022 annual meeting of stockholders filed on April 21, 2022. Subsequently, on June 15, 2022, the Board amended the Director
Compensation Policy to include the Annual Grant Fair Value Cap. A copy of the Director Compensation Policy is attached hereto as Exhibit 10.1
and is incorporated by reference herein.
Also in connection with the election of Ms. Alesina
and Mr. Dable to the Board, each of them entered into an indemnification agreement with the Company in the form the Company has entered
into with its other nonemployee directors, which form was filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K
on November 4, 2016, and is incorporated herein by reference.
There are no arrangements or understandings
between Ms. Alesina and any other person pursuant to which Ms. Alesina was selected as a director. There are no transactions
to which the Company is a participant and in which Ms. Alesina has a material interest that are required to be disclosed under Item
404(a) of Regulation S-K.
There are no arrangements or understandings
between Mr. Dable and any other person pursuant to which Mr. Dable was selected as a director. There are no transactions to
which the Company is a participant and in which Mr. Dable has a material interest that are required to be disclosed under Item 404(a) of
Regulation S-K.