Syros Pharmaceuticals,Inc. (NASDAQ:SYRS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.07 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(b) On June11, 2018, Robert T. Nelsen and Sanj K. Patel each informed Syros Pharmaceuticals,Inc. (the “Company”) of his desire to resign from the Board of Directors (the “Board”) of the Company effective June14, 2018. These resignations were not the result of any disagreement with the Company.
(d) On June14, 2018, the Board appointed Michael W. Bonney as a ClassI director. Mr.Bonney was also appointed to the Audit Committee of the Board.
Mr.Bonney, age 59, is currently the chief executive officer and chairman of the board of directors of Kaleido Biosciences,Inc., a position he has held since July2017. From Januaryto July2016, Mr.Bonney was a Partner of Third Rock Ventures, LLC. Prior to that, Mr.Bonney served as chief executive officer and a member of the board of directors of Cubist Pharmaceuticals Inc. (a subsidiary of Merck& Co.,Inc. as of January2015) from June2003 until his retirement in 2014. From 2002 to 2003, Mr.Bonney served as Cubist’s president and chief operating officer, and from 1995 to 2001, he held various positions of increasing responsibility at Biogen,Inc., including vice president, sales and marketing from 1999 to 2001. Mr.Bonney is a member of the board of directors of the following publicly-traded biopharmaceutical companies: Alnylam Pharmaceuticals,Inc., Celgene Corporation and Sarepta Therapeutics,Inc. He also is a member of the board of directors of Magenta Therapeutics,Inc., a privately-held biopharmaceutical company, and the Whitehead Institute for Biomedical Research. Mr.Bonney received a B.A. in economics from Bates College and now chairs its board of trustees. We believe Mr.Bonney is qualified to serve on the Board because of his experience as a chief executive officer of a biopharmaceutical company and his expertise in the commercialization of new medicines.
In connection with a consulting agreement Mr.Bonney entered into with the Company on December1, 2017, Mr.Bonney received, in lieu of cash compensation, an option to purchase 9,000 shares of the Company’s common stock. This option is currently vested as to 5,250 shares and is scheduled to vest as to 750 additional shares each month until December1, 2018, subject to Mr.Bonney’s continued service relationship with the Company. This consulting agreement was terminated upon Mr.Bonney’s appointment to the Board.
to the Company’s director compensation program, Mr.Bonney will be entitled to an annual cash retainer of $35,000 per year for service on the Board. Mr.Bonney is also entitled to an annual retainer of $15,000 for service as a member of the Audit Committee of the Board. These fees will be payable in arrears in equal quarterly installments on the last day of each calendar quarter, provided that the amount of such payments will be prorated for any portion of a quarter in which Mr.Bonney has not served as a director or on a committee, as applicable.The Company will also reimburse Mr.Bonney for reasonable travel and out-of-pocket expenses incurred in connection with attending meetings of the Board and its committees.
In addition, upon his appointment to the Board, Mr.Bonney was granted an option to purchase 13,000 shares of the Company’s common stock, with an exercise price equivalent to the closing price of a share of the Company’s common stock as reported by Nasdaq on the date of grant, which option will vest as to 16.66% of the shares on the six month anniversary of the date of grant and as to the remainder of the shares monthly thereafter until the third anniversary of the date of grant, subject to continued service, with full acceleration upon a change-in-control of the Company. Immediately following each annual meeting of the Company’s stockholders occurring after Mr.Bonney has completed six months of service on the Board, he will be granted an option to purchase 11,000 shares of the Company’s common stock, with an exercise price equivalent to the closing price of a share of the Company’s common stock as reported by Nasdaq on the date of grant, which option will vest as to 50% of the shares on the six month anniversary of the date of grant and as to the remainder of the shares monthly thereafter until the first anniversary of the date of grant, subject to continued service, with full acceleration upon a change-in-control of the Company.
The Company’s certificate of incorporation provides for the Company to indemnify its directors and executive officers to the fullest extent permitted by Delaware law. On June14, 2018, the Company entered into an indemnification agreement with Mr.Bonney on terms identical to those entered into with the Company’s other directors and executive officers. This indemnification agreement requires the Company, among other things, to advance expenses, including attorneys’ fees, to the Company’s directors and executive officers in connection with an indemnification claim, subject to very limited exceptions.