DICERNA PHARMACEUTICALS, INC. (NASDAQ:DRNA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”), announced the retirement of Dennis Langer, M.D., J.D., from the board of directors of the Company (the “Board”), effective as of September 18, 2019.
On September 17, 2019, the Board appointed Patrick Gray as a director of the Company, whose initial term will expire at the Company’s 2020 annual meeting of stockholders. The Board determined that Mr. Gray is an independent director as that term is defined by the Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market, LLC. Mr. Gray will serve as the chairperson of the Audit Committee, effective immediately.
Mr. Gray currently serves as a member of the board and as chairperson of the audit committee of Tmunity Therapeutics, Inc. Mr. Gray previously served as a member of the board and as the chairperson of the audit committee of Civitas Solutions, Inc., from September 2014 to March 2019, Sancilio Pharmaceuticals Company, Inc., from February 2012 through August 2018, and Datto, Inc., from May 2015 through December 2017. Mr. Gray spent over 37 years with PricewaterhouseCoopers LLP (“PwC”) until his retirement in 2009. Mr. Gray is a Certified Public Accountant who spent 25 years as an Audit Partner at PwC. At the time of his retirement, he served as the lead partner for the PwC U.S. firm Corporate Governance Group. Prior to that time, Mr. Gray held various other leadership positions within the firm, including leadership of the PwC U.S. High Technology Group. Mr. Gray holds a B.S. in Economics from The Wharton School, University of Pennsylvania.
There are no arrangements or understandings between Mr. Gray and any other persons, to which he was selected as a director. There are no current or proposed transactions between the Company and Mr. Gray or his immediate family members that would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.
Mr. Gray is entitled to receive compensation and participate in the Company’s director compensation program applicable to all of the Company’s non-employee directors as described in the Company’s definitive proxy statement on Schedule 14A filed by the Company with the SEC on April 29, 2019. In accordance with such program, as of the date of his appointment, the Board determined that Mr. Gray would receive an annual cash retainer of $40,000 for serving on the Board and granted him an option to purchase 25,000 shares of common stock of the Company. Additionally, the Board determined that Mr. Gray would receive an annual cash payment of $15,000 for serving as the chairperson of the Audit Committee. Except as set forth above, there is no other material Company plan, contract, or arrangement in which Mr. Gray will participate in connection with his appointment.
Item 8.01 – Other Events.
On September 18, 2019, the Board voted to accelerate the vesting of all of Dr. Langer’s outstanding and unvested stock options, such that all outstanding options will be fully vested as of the date of his retirement from the Board and to extend Dr. Langer’s ability to exercise such options until June 20, 2022.
About DICERNA PHARMACEUTICALS, INC. (NASDAQ:DRNA)
Dicerna Pharmaceuticals, Inc. is a ribonucleic acid (RNA) interference-based biopharmaceutical company. The Company operates in the segment of discovery, research and development of treatments based on its RNA interference (RNAi) technology platform. The Company is focused on the discovery and development of treatments for rare inherited diseases involving the liver and for cancers that are genetically defined. The Company uses its RNAi technology platform to build a pipeline in these therapeutic areas. The Company develops dacryocystorhinostomy (DCR)-Primary Hyperoxaluria Type 1 (PH1) for the treatment of PH1 by targeting the gene encoding the liver enzyme glycolate oxidase. The Company uses its dicer substrate RNA (DsiRNA)-EX Conjugate technology to develop a subcutaneously injected treatment for PH1. The Company develops DCR-MYC for the treatment of MYC-related cancers, including hepatocellular carcinoma (HCC) and pancreatic neuroendocrine tumors (PNET).
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