Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Directors
On January 11, 2023, each of Jigar Choksey, Aaron Royston, M.D., and Richard
Gaster, M.D. notified Ventyx Biosciences, Inc. (the "Company") of his
resignation as a member of the Board of Directors (the "Board") of the Company
and from all committees of the Board on which he served, in each case effective
immediately. None of the resignations is the result of any disagreement with the
Company relating to the Company's operations, policies or practices. Prior to
their resignations, Dr. Royston and Mr. Choksey served on the Audit Committee of
the Board (the "Audit Committee") and Dr. Gaster served on the Compensation
Committee of the Board (the "Compensation Committee") and the Nominating and
Corporate Governance Committee of the Board (the "Nominating Committee").
Director Reclassification; Reduction in Total Board Size
Effective January 11, 2023, Dr. Raju Mohan resigned as a Class I director and
was immediately reappointed to the Board as a Class II director. Concurrently,
the Board reduced the number of Class I seats by one to two seats and reduced
the total size of the Board from seven to six.
Appointment of Directors
On January 11, 2023, the Board appointed Onaiza Cadoret-Manier, MBA and Allison
J. Hulme, Ph.D. to fill vacancies on the Board created by the aforementioned
resignations. Ms. Cadoret-Manier and Dr. Hulme will each serve as a Class III
director, with a term expiring at the annual meeting of stockholders held in
2024. In addition, the Board appointed Ms. Cadoret-Manier as a member of the
Audit Committee and as chairperson of the Nominating Committee, and Dr. Hulme as
a member of the Audit Committee and the Compensation Committee.
Ms. Cadoret-Manier, MBA, age 58, has served as the Chief Global Product Strategy
and Operations Officer at Ionis Pharmaceuticals, Inc. (NASDAQ: IONS), a
biotechnology company, since March 2022 and prior to that served as Ionis' Chief
Corporate Development and Commercial Officer from January 2020 to February 2022.
Prior to Ionis, Ms. Cadoret-Manier served as the Chief Commercial Officer of
GRAIL, LLC, a healthcare company, from June 2018 to May 2019. Ms. Cadoret-Manier
served in a variety of leadership roles for Genentech, Inc., a biotechnology
company, from April 2011 to May 2018. Prior to Genentech, Ms. Cadoret-Manier
served in a number of product development roles at biotechnology companies.
Ms. Cadoret-Manier has served as a director for Ardelyx, Inc. (NASDAQ:ARDX)
since March 2020. Ms. Cadoret-Manier earned her MBA in Marketing & Finance from
The University of Chicago Booth School of Business in 1989 and received her
Bachelor of Arts in Economics and Accounting from Queens College of City
University of New York in 1985.
Dr. Hulme, age 59, has served as the Chief Executive Officer, President and a
director of Aeovian Pharmaceuticals, Inc., a biopharmaceutical company, since
January 2020. Prior to her time at Aeovian Pharmaceuticals, Dr. Hulme served as
Chief Operating Officer and Head of Research and Development at Sophiris Bio, a
biopharmaceutical company, from April 2011 to December 2019 and as a director
from 2016 to 2019. Dr. Hulme served in a variety of clinical and product
development roles for Elan Pharmaceuticals, Inc from October 1995 to October
2009. Dr. Hulme obtained her Ph.D. in Biotechnology from Cranfield Institute of
Technology in 1990 and her Bachelor of Science in Combined Sciences from the
Luton University in 1985.
As outside directors, each of Ms. Cadoret-Manier and Dr. Hulme will be entitled
to receive nondiscretionary, automatic grants of options for common stock and
standard annual cash retainers for membership on the Board and the respective
committees under the Company's Outside Director Compensation Policy, as follows:
• an annual cash retainer of $40,000 for service on the Board; an annual
cash retainer of $7,500 for service on the Audit Committee;
• for Ms. Cadoret-Manier, an annual cash retainer of $8,000 for service as
chairperson of the Nominating Committee; for Dr. Hulme, an annual cash
retainer of $5,000 for service on the Compensation Committee;
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• an initial award of options for common stock having a grant date fair
value as determined in accordance with U.S. generally accepted accounting
principles ("Value") of $440,000, which awards were granted on January
12, 2023, the first trading date on or following January 11, 2023, and
will vest on a monthly basis ratably over three years (subject to each of
respective director remaining an outside director through the applicable
vesting date);
• and an annual award of options for common stock having a Value of
$220,000, which award will be granted on the first trading date
immediately following the annual meeting of the Company's stockholders
for 2023 (provided that each director has been serving as an outside
director for at least six months as of the date of the 2023 annual
meeting) and will vest in full on the earlier of the one-year anniversary
of the grant date or the day prior to the date of the annual meeting of
the Company's stockholders next following the grant date (subject to each
director remaining an outside director through the applicable vesting
date).
The Company also entered into indemnification agreements with each of
Ms. Cadoret-Manier and Dr. Hulme in the same form as its standard form of
indemnification agreement with its other directors.
There are no family relationships between either Ms. Cadoret-Manier or
Dr. Hulme, on the one hand, and any director or executive officer of the
Company, on the other hand, and neither was selected by the Board to serve as a
director pursuant to any arrangement or understanding with any person. Neither
Ms. Cadoret-Manier nor Dr. Hulme has engaged in any transaction that would be
reportable as a related party transaction under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On January 12, 2023, the Company issued a press release announcing the
resignation of each of Mr. Choksey, Dr. Royston, and Dr. Gaster, and the
appointment of each of Ms. Cadoret-Manier and Dr. Hulme as a director. A copy of
the press release is furnished herewith as Exhibit 99.1.
The information set forth under this Item 7.01, including Exhibit 99.1, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any general incorporation language in such filing, unless
expressly incorporated by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release dated January 12, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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