Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 14, 2020, the Board of Directors (the "Board") of Voyager
Therapeutics, Inc. (the "Company"), following the recommendation of the
Nominating and Corporate Governance Committee of the Board, appointed Nancy
Vitale as a director of the Company and as a member of the Compensation
Committee of the Board, effective September 15, 2020. Ms. Vitale was designated
as a Class III director to serve until the 2021 annual meeting of the
stockholders of the Company and thereafter until her successor has been duly
elected and qualified, or until her earlier death, resignation or removal.
Ms. Vitale has served as Managing Partner of Partners for Wellbeing, LLC, a
human resource consulting firm, since April 2019. Previously, from September
2006 to July 2019, Ms. Vitale served in roles of increasing responsibility at
Genentech, Inc., a biotechnology company acquired by Roche Holdings, Inc. in
March 2009, most recently as Senior Vice President and Chief Human Resource
Officer. Ms. Vitale also currently serves on the board of directors of
Make-A-Wish America, a nonprofit foundation, and as an advisor to several
private companies. Ms. Vitale received her B.B.A. from the University of
Michigan and her M.B.A. from the Goizueta Business School of Emory University.
Ms. Vitale is to be compensated for her service as a director of the Company
in the same manner as the Company's other non-employee directors in accordance
with the terms of the Company's non-employee director compensation policy.
Information concerning the current compensation of the Company's non-employee
directors is set forth in the Company's proxy statement filed with the U.S.
Securities and Exchange Commission (the "SEC") on April 22, 2020. Accordingly,
Ms. Vitale received, upon the effectiveness of her election to the Board, an
option to purchase 30,000 shares of common stock of the Company at an exercise
price equal to the closing price per share of the Company's common stock on the
Nasdaq Global Select Market on September 15, 2020 and shall vest and become
exercisable in 16 equal quarterly installments of 1,875 shares each over a
period of 48 months.
Ms. Vitale has also entered into the Company's standard form of indemnification
agreement, a copy of which was filed as Exhibit 10.9 to the Company's
Registration Statement on Form S-1 (File No. 333-207367) filed with the SEC on
October 28, 2015. Pursuant to the terms of this agreement, the Company may be
required, among other things, to indemnify Ms. Vitale for particular expenses,
including attorneys' fees, judgments, fines and settlement amounts incurred by
her in any action or proceeding arising out of her service as a director of the
Company.
There are no arrangements or understandings between Ms. Vitale and any other
persons pursuant to which she was selected as a director. Ms. Vitale has no
family relationships with any of the Company's directors or executive officers.
There are no transactions and no proposed transactions between Ms. Vitale and
the Company that would be required to be disclosed pursuant to Item 404(a) of
Regulation S-K of the Securities Act of 1933, as amended.
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