| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
Departure of Nicholas G. Galakatos
from the Board of Directors
On May 13, 2022, Nicholas G. Galakatos, Ph.D., a member of the
board of directors (the “Board”) of Talaris Therapeutics, Inc. (the
“Company”), notified the Company of his intent to resign from the
Board and the Compensation Committee of the Board, effective as of
May 16, 2022 (the “Effective Date”). Dr. Galakatos’
departure from the Board is not due to any disagreement with the
Company or the Board on any matter relating to the operations,
policies or practices of the Company.
Appointment of Karen Smith to the
Board of Directors
On May 16, 2022, upon the recommendation of the Nominating and
Corporate Governance Committee, the Board appointed Dr. Karen
Smith, M.D., Ph.D., MBA, effective as of the Effective Date, to
fill the vacancy created Dr. Galakatos’ resignation.
Dr. Smith will serve as a Class II director of the
Company for a term expiring on the date of the Company’s annual
meeting of stockholders to be held in 2023, or until her earlier
death, resignation or removal.
Dr. Smith joins the Talaris team with over 20 years of
biopharmaceutical industry experience overseeing more than 50
clinical trials and more than 20 regulatory approvals leading to
global product launches of small molecules, biologics and devices.
Dr. Smith currently serves as the Chief Medical Officer at
Novosteo, Inc. and as a member of the Board of Directors of Sangamo
Therapeutics, Inc., Capstan Therapeutics and Antares Pharma, Inc.
Dr. Smith received a B.App.Sc. in biotechnology and a B.Sc. in
hematology from Curtin University of Technology, an M.D. from the
University of Warwick, her Ph.D. in oncology molecular genetics
from the University of Western Australia, an MBA from the
University of New England in Australia, and a Master of Laws (LLM)
in health law from the University of Salford.
The Board has affirmatively determined that Dr. Smith is an
independent director pursuant to the Nasdaq Stock Market’s
governance listing standards and those rules and regulations issued
pursuant to the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). There are no arrangements or understandings
between Dr. Smith and any other person pursuant to which
Dr. Smith was appointed as a director. There are no
transactions to which the Company is a party and in which
Dr. Smith has a material interest that are required to be
disclosed under Item 404(a) of Regulation S-K.
Dr. Smith has not previously held any positions with the
Company and has no family relations with any directors or executive
officers of the Company.
Dr. Smith was also appointed to serve as a member of the
Compensation Committee of the Board, effective as of the Effective
Date (the “Compensation Committee”). The Board has determined that
Dr. Smith meets the requirements for independence of
compensation committee members under the applicable listing
standards of Nasdaq and the Exchange Act. Effective as of
Effective Date, the Compensation Committee is composed of Geoff
MacKay, Francois Nader and Dr. Smith, and is chaired by
Mr. MacKay.
In connection with the appointment of Dr. Smith to the Board,
Dr. Smith will be entitled to the standard cash compensation
paid by the Company to all of its non-employee directors
under the Company’s Non-Employee Director
Compensation Policy (the “Compensation Policy”). In addition, under
the Compensation Policy, upon her election as a director on the
Effective Date, Dr. Smith was granted an option to purchase
29,002 shares of the Company’s common stock at an exercise price
per share of $6.54. This option shall vest in equal annual
installments over three years from the date of grant; provided,
however, that all vesting shall cease if the director ceases to
have a service relationship, unless the Board determines that the
circumstances warrant continuation of vesting. In addition,
Dr. Smith will enter into an indemnification agreement with
the Company consistent with the form of indemnification agreement
entered into between the Company and its existing non-employee directors,
a copy of which was filed as Exhibit 10.4 to the Company’s
Registration Statement on Form S-1/A (File No. 333-255316) filed
with the Securities and Exchange Commission on May 3,
2021.
| Item 7.01 |
Regulation FD Disclosure.
|
On May 17, 2022, the Company issued a press release regarding
the appointment of Dr. Smith and the departure of
Mr. Galakatos. The full text of the press release is furnished
as Exhibit 99.1 hereto. The information in Exhibit 99.1 hereto is
intended to be furnished and shall not be deemed “filed” for
purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.