AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Emerging Growth Company
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(d) Election of Director
On February 11, 2019, the Board of Directors (the “Board”) of Synlogic,
Inc. (the “Company”), following the recommendation of the Nominating and
Corporate Governance Committee of the Board, appointed Patricia N.
Hurter, PhD. as an independent director to the Board to serve
immediately as a Class I Director with a term expiring at the Company’s
2019 annual meeting of stockholders.
Dr. Patricia Hurter has been Senior Vice President of Vertex
Pharmaceuticals, Inc. (NASDAQ: VRTX) since 2011, during which time her
responsibilities grew to include all CMC and preclinical development
activities of Vertex’s R&D portfolio, as well as the internal GMP
manufacturing facility that provides drug substance and product for
clinical development and commercial supply. While serving as Interim
Head of Global Regulatory Affairs from 2013-2014, she oversaw several
label expansions for Kalydeco® and the submission of the new drug
application for Orkambi®. She has played a leadership role in the
development and commercialization of four transformative therapies for
Vertex: Incivek®, Kalydeco, Orkambi® and Symdeko®. Prior to joining
Vertex in 2004, Dr. Hurter was Director, Formulation Design and
Characterization for Merck where she was a key member of the early
development team for Januvia®, a treatment for Type II diabetes. Dr.
Hurter also serves on the Vertex Research & Development and Operating
Committees and is the founder and executive sponsor of “IWILL,” a Vertex
employee network devoted to the advancement of women leaders. Dr. Hurter
also serves as a member of the Board of Trustees of the Harvard
Conservation Trust. She holds a Ph.D. in chemical engineering from the
Massachusetts Institute of Technology, an M.S. in mechanical engineering
from West Virginia University and earned a B.Sc. in chemical
, from the University of KwaZulu-Natal in
Durban, South Africa.
In connection with Dr. Hurter’s election to the Board, and pursuant to
the Company’s Amended and Restated Non-Employee Director Compensation
Program (the “Director Compensation Program”), the Board granted to Dr.
Hurter a stock option to purchase up to 20,000 shares of the Company’s
common stock. The stock option will have an exercise price per share of
$8.91, the closing price of the Company’s common stock on The Nasdaq
Capital Market on the date of grant. The stock option will vest in
substantially equal installments on each of the first three
anniversaries of the date of grant, subject to Dr. Hurter’s continued
service as a director.
In addition, Dr. Hurter is entitled to receive an annual cash retainer
of $35,000 for her service as a non-employee director of the Company
pursuant to the Director Compensation Program, prorated for the portion
of the year that Dr. Hurter serves as a director.
Also in connection with Dr. Hurter’s election to the Board, Dr. Hurter
and the Company will enter into an indemnification agreement in the form
the Company has entered into with its other non-employee directors,
which form is filed as Exhibit 10.13 to the Company’s Amendment No. 1 to
its Registration Statement on Form S-1 (File No. 333-206544) filed by
the Company on September 11, 2015. Under this agreement, the Company
will agree, among other things, to indemnify Dr. Hurter for certain
expenses, including attorneys’ fees, judgments, fines and settlement
amounts incurred by her in any action or proceeding arising out of her
service as one of the Company’s directors.
There are no arrangements or understandings between Dr. Hurter and any
other person pursuant to which Dr. Hurter was appointed as a director.
There are no transactions to which the Company is a party and in which
Dr. Hurter has a material interest that are required to be disclosed
under Item 404(a) of Regulation S-K. Dr. Hurter has not previously held
any positions with the Company and has no family relations with any
directors or executive officers of the Company.
On February 12, 2019, the Company issued a press release announcing
Dr. Hurter’s appointment to the Board, a copy of which is attached to
this Current Report on Form 8-K as Exhibit 99.1.
Financial Statements and Exhibits.
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 12, 2019
/s/ Todd Shegog
Chief Financial Officer