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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 16, 2021, Dr. Nilesh Kumar, a member of the board of directors (the “Board”) of Checkmate Pharmaceuticals, Inc. (the “Company”), notified the Company of his intent to resign from the Board and the Compensation Committee of the Board, effective as of December 31, 2021. Dr. Kumar’s departure from the Board is due to a policy of his new employer that limits Dr. Kumar’s ability to serve on boards of publicly traded companies, not due to any disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company.
On December 16, 2021, the Board appointed Dr. Joy Yan, M.D., Ph.D. to fill the vacancy created Mr. Barry Labinger’s resignation. Dr. Yan will serve as a Class I director of the Company for a term expiring on the date of the Company’s annual meeting of stockholders to be held in 2024, or until her earlier death, resignation or removal.
Dr. Yan, age 42, has served as the Chief Medical Officer of Ambrx Biopharma Inc. since October 2020. Prior to joining Ambrx, she served as Senior Clinical Lead, Team Leader in Oncology at Bristol Myers Squibb, from April 2017 to October 2020. Previously, she served as Director of Oncology Clinical Research at Janssen Pharmaceutical from September 2016 to April 2017. Before Janssen Pharmaceutical, she served as Director of Clinical Development at Bayer AG. Dr. Yan completed her Ph.D. in biochemistry and molecular biology at Johns Hopkins University. She received her M.D. from China Medical University and did her residency and clinical fellowship at University of Washington.
The Board has affirmatively determined that Dr. Yan is an independent director pursuant to the Nasdaq Stock Market’s governance listing standards and those rules and regulations issued pursuant to the Securities Exchange Act of 1934, as amended. There are no arrangements or understandings between Dr. Yan and any other person pursuant to which Dr. Yan was appointed as a director. There are no transactions to which the Company is a party and in which Dr. Yan has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Dr. Yan has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company.
In connection with the appointment of Dr. Yan to the Board, Dr. Yan will be entitled to the standard compensation paid by the Company to all of its non-employee directors under the Company’s Non-Employee Director Compensation Policy. Dr. Yan will also enter into an indemnification agreement in the form the Company has entered into with its other non-employee directors.
On December 20, 2021, the Company issued a press release regarding the appointment of Dr. Yan. The full text of the press release is attached as Exhibit 99.1 hereto. The information in Exhibit 99.1 hereto is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.