GENOCEA BIOSCIENCES, INC. (NASDAQ:GNCA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

0

GENOCEA BIOSCIENCES, INC. (NASDAQ:GNCA) 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.
On February 28, 2017, Dr. Kevin Bitterman notified Genocea
Biosciences, Inc. (the Company) of his desire to retire from the
Board of Directors (the Board) of the Company, effective February
28, 2017. Dr. Bitterman has served on the Board since 2006 and
has also served as a member of the Nominating and Governance
Committee and the Compensation Committee. Mr. Bittermans
resignation was not a result of or caused by any disagreement
with the Company.
On March 3, 2017, the Board elected Howard Mayer, M.D. age 54, to
the Board as an independent director, effective March 6, 2017.
Dr. Mayer will be a Class I director of the Company and will be
nominated for re-election at the annual meeting of the
stockholders of the Company to be held in 2018.
Dr. Mayer is currently senior vice president and head of global
clinical development at Shire plc. Dr. Mayer joined Shire in 2012
and is responsible for global clinical development across
hematology, immunology, oncology, genetic diseases, GI/metabolic,
neuroscience and ophthalmology therapeutic areas. Previously he
served as chief medical officer at EMD Serono, a division of
Merck KGaA, since 2009. Prior to that, he held a variety of
global roles at Pfizer Inc. including head of clinical
development and medical affairs for Virology/Infectious Diseases.
Prior to joining Pfizer, he served as director of Infectious
Diseases Clinical Research at Bristol-Myers Squibb for five
years. Dr. Mayer obtained his BA from the University of
Pennsylvania and his M.D. from Albert Einstein College of
Medicine in New York, which was followed by an internship and
residency at Mount Sinai Hospital and an Infectious Diseases
fellowship at Harvard Medical School. He currently serves on the
scientific advisory boards of Macrolide Pharmaceuticals, and
Arsanis Biosciences, and has served on the board of Autism Speaks
in New England since 2011 and on the board of the Melmark
Charitable Foundation since 2016. In 2011, he was honored by
PharmaVoice as one of the 100 Most Inspiring People in the Life
Sciences Industry.
Dr. Mayer will receive compensation from the Company for his
service as a director in accordance with the Companys
non-employee director compensation policy, including an annual
director fee of $35,000. to the Companys non-employee director
compensation policy and its 2014 Equity Incentive Plan and
non-qualified stock option award agreement, Dr. Mayer received an
award of stock options to purchase 25,000 shares of the Companys
common stock on March 6, 2017.
In accordance with the Companys customary practice, the Company
has entered into an indemnification agreement with Dr. Mayer,
which requires the Company to indemnify him against certain
liabilities that may arise in connection with his status or
service as a director. The indemnification agreement also
provides for an advancement of expenses incurred by Dr. Mayer in
connection with any proceeding relating to his status as a
director. The foregoing description is qualified in its entirety
by the full text of the form of indemnification agreement, which
was filed with the Securities and Exchange Commission (the SEC)
as Exhibit 10.1 to the Companys Registration Statement on Form
S-1 (Registration No. 333-197247), and which is incorporated
herein by reference.
There is no arrangement or understanding between Dr. Mayer and
any other person to which Dr. Mayer was selected as a director.
Other than as described above, there are no transactions
involving Dr. Mayer requiring disclosure under Item 404(a) of
Regulation S-K of the SEC.
A press release announcing Dr. Mayers election to the Board is
filed as Exhibit 99.1 hereto.
Item 9.01
Financial Statements and Exhibits.
See Exhibit Index attached hereto.


About GENOCEA BIOSCIENCES, INC. (NASDAQ:GNCA)

Genocea Biosciences, Inc. is a biopharmaceutical company. The Company discovers and develops vaccines and immunotherapies. It uses its discovery platform, AnTigen Lead Acquisition System (ATLAS), to design vaccines and immunotherapies that act, in part, through T cell (or cellular) immune responses. The Company operates through business of developing and commercializing vaccines segment. It has one product candidate in Phase II clinical development: GEN-003, which is a therapeutic vaccine or immunotherapy for the treatment of genital herpes infections. It has pre-clinical development programs, which include GEN-001, which is indicated for the treatment of chlamydia prophylaxis, and GEN-002, which indicated for the treatment of genital herpes prophylaxis both of which are in pre-clinical stage of development. The Company’s pipeline also includes GEN-005, which is under malaria prophylaxis, Epstein-Barr virus and immuno-oncology programs in research stage of development.

GENOCEA BIOSCIENCES, INC. (NASDAQ:GNCA) Recent Trading Information

GENOCEA BIOSCIENCES, INC. (NASDAQ:GNCA) closed its last trading session up +0.10 at 4.98 with 234,996 shares trading hands.