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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Resignation of Director
On February 17, 2020, each of George Bickerstaff and Myrtle
S. Potter resigned from the Board of Directors, or the Board, of Axovant Gene Therapies Ltd. and all committees of the Board on
which he or she then served. Neither individual’s decision to resign was as a result of any disagreement with us on any matter
relating to our operations, policies or practices.
In recognition of their service to our
company, all unvested common shares subject to options held by Mr. Bickerstaff and Ms. Potter fully vested upon their resignation
and will be exercisable through August 17, 2021. As of February 17, 2020, each of Mr. Bickerstaff and Ms. Potter held options
to purchase 50,625 common shares.
In connection with his resignation, Mr. Bickerstaff will also
receive a cash payment of $41,239, which represents the aggregate of the annual cash retainers for his service as a director and
as a member of the audit committee and compensation committee of the Board, each pro-rated through August 2020.
Appointment of Director
On February 17, 2020, the Board
appointed Eric Venker, M.D., Pharm.D. to serve as a director, filling one of the newly created vacancies on the Board.
Following the resignations of Mr. Bickerstaff and Ms. Potter, and the appointment of Dr. Venker, the authorized size of the
Board was reduced to seven members.
There is no arrangement or understanding between Dr. Venker
and any other person pursuant to which he was selected as a director, and there is no family relationship between Dr. Venker and
any of our other directors or executive officers. Dr. Venker is not a party to any current or proposed transaction with us for
which disclosure is required under Item 404(a) of Regulation S-K.
Dr. Venker, age 33, has served as
Chief Operating Officer of Roivant Sciences, Inc., or RSI, a wholly owned subsidiary of Roivant Sciences Ltd., since November
2018. From October 2017 to October 2018, he served as Chief of Staff to RSI’s Chief Executive Officer, and from 2014 to
2015 as an Analyst at RSI. From 2015 to 2017, Dr. Venker was a physician at New York Presbyterian Hospital/Columbia
University Medical Center, where he trained in internal medicine, and also served as Chair of the Housestaff Quality Council
leading operational initiatives to improve efficiencies. From 2011 to 2015, Dr. Venker was a Clinical Pharmacist at Yale-New
Haven Hospital. Dr. Venker also serves on the boards of directors of Arbutus Biopharma Corporation and Immunovant, Inc. He
received his Pharm.D. from St. Louis College of Pharmacy and his M.D. from Yale School of Medicine. We believe that Dr.
Venker’s medical background and experience in the biopharmaceutical industry qualify him to serve on the Board.
We do not currently expect to compensate Dr. Venker for his
service on our Board or committees thereof, other than for reimbursement of out of pocket expenses incurred in the course of his
service.
We expect to enter into our standard indemnification agreement
for directors with Dr. Venker, the form of which was previously filed as Exhibit 10.4 to our Registration Statement on Form S-1, as
amended (File No. 333-204073), filed with the Securities and Exchange Commission on May 22, 2015.