Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 22, 2022, the board of directors (the "Board") of Phathom
Pharmaceuticals, Inc. (the "Company") appointed James Topper, M.D., Ph.D. to the
Board as a Class III director, effective immediately, with an initial term
expiring at the 2025 annual meeting of stockholders of the Company. Dr. Topper
will serve on the nominating and corporate governance committee of the Board.
Dr. Topper previously served as a member of our board of directors from January
2018 to May 2021. Since 2005, Dr. Topper has also served as the Managing General
Partner at Frazier Life Sciences, or Frazier, a venture capital firm, with whom
he served as a Partner from 2003 to 2005. Prior to that, from 2002 to 2003,
Dr. Topper served as head of the Cardiovascular Research and Development
Division at Millennium Pharmaceuticals, Inc., a biopharmaceutical company.
Dr. Topper currently serves as a member of the board of directors of the
following publicly-traded companies: Alpine lmmune Sciences, Inc., a
biotechnology company, since June 2016, AnaptysBio, Inc., a biotechnology
company since 2007, and Frazier Lifesciences Acquisition Corporation since
December 2020. Dr. Topper received a B.S. in Biology from the University of
Michigan and an M.D. and a Ph.D. in Biophysics from the Stanford University
School of Medicine. He did his postgraduate training in internal medicine and
cardiovascular disease at the Brigham and Women's Hospital in Boston and was
board certified in both disciplines. Dr. Topper's extensive service as a
director of other biopharmaceutical companies contributed to our board of
directors' conclusion that he should serve as a director of our company.
In connection with his appointment to the Board, Dr. Topper received an option
to purchase 20,000 shares of common stock of the Company, in accordance with the
Company's Non-Employee Director Compensation Program. The option award will have
a term of ten years from the date of grant and will vest and become exercisable
over three years, subject to Dr. Topper's continued service on the Board through
the applicable vesting date. Dr. Topper will also receive cash compensation for
his service on the Board in accordance with the Company's Non-Employee Director
Compensation Program. Dr. Topper will enter into the Company's standard
indemnification agreement for directors, the form of which was filed as Exhibit
10.11 to the Company's Registration Statement on Form S-1, initially filed with
the Securities and Exchange Commission on September 30, 2019.
There are no arrangements or understandings between Dr. Topper and any other
persons pursuant to which he was selected as a director, and there are no
related person transactions (within the meaning of Item 404(a) of Regulation
S-K) between Dr. Topper and the Company. The Board has determined that
Dr. Topper meets the applicable independence requirements of the Nasdaq Stock
Market.
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