Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officer.
On July 24, 2017, Intellia Therapeutics, Inc. (the Company) elected Moncef
Slaoui, Ph.D. and Frank Verwiel, M.D. as class II directors, with terms expiring at the 2018 annual meeting of stockholders.
Dr. Slaoui retired from
GlaxoSmithKline (GSK) in June 2017, where he served on the companys executive team and board of directors. During his nearly
30-year
career at GSK, Dr. Slaoui held positions of increasing
responsibility including from 2006 to 2015 as Chairman of Global Research & Development and from 2009 to 2017 as Chairman of Vaccines. Dr. Slaoui was appointed to GSKs board of directors in 2006. Dr. Slaoui was recently
elected to the board of directors of SutroVax Inc., a privately held biopharmaceutical company, and is a member of the advisory board of the Qatar Foundation. He was previously a director of the Biotechnology Innovation Organization and, until 2016,
was a member of the National Institutes of Healths Advisory Committee. Dr. Slaoui received his Ph.D. in molecular biology and immunology from the Universite libre de Bruxelles Belgium and completed post-doctoral studies at Harvard Medical
School and Tufts University of Medicine in Boston.
Dr. Verwiel was the President and Chief Executive Officer of Aptalis Pharma Inc. from 2005 to
2014, where he also served on the board of directors. He currently serves as a member of the board of directors of Achillion Pharmaceuticals, Inc., a pharmaceutical company, Avexis, Inc., a biotechnology company, Bavarian Nordic A/S, a biotechnology
company, and ObsEva S.A., a pharmaceutical company. Dr. Verwiel previously served on the board of directors of InterMune, Inc. from 2012 to 2014 and was a director of the Biotechnology Innovation Organization. Dr. Verwiel received an M.D.
from Erasmus University, Rotterdam, The Netherlands and his M.B.A. from INSEAD in Fontainebleau, France.
With the addition of Drs. Slaoui and Verwiel,
the Companys Board of Directors updated the membership of its committees. Dr. Verwiel was elected to the Boards Audit Committee and Nominating and Corporate Governance Committee, succeeding Carl Gordon, Ph.D. on the Audit Committee
and Jean-François Formela, M.D. on the Nominating and Corporate Governance Committee.
Dr. Slaoui was elected to the Compensation Committee,
succeeding Dr. Gordon, and the Board of Directors newly formed Science & Technology Committee, which he will chair. The Science and Technology Committee was created by the Board of Directors in recognition of the breadth of
scientific opportunities in the field of genome editing. The Science & Technology Committees role is to assist the Board of Directors in its role of providing oversight to the Companys research and development activities and
scientific strategy. Members of the Science & Technology Committee, in addition to Dr. Slaoui, are Dr. Formela and John M. Leonard, M.D.
Non-employee
members of the Science &
Technology Committee will be paid an annual fee of $5,000; the chairperson of the Science & Technology Committee will be paid an annual fee of $10,000.
Neither Dr. Slaoui nor Dr. Verwiel have any family relationships with any of the executive officers or directors of the Company. There are no
arrangements or understandings between Drs. Slaoui or Verwiel and any other person pursuant to which either was elected as a director of the Company.
In
accordance with the Companys director compensation program, Dr. Slaoui will receive (i) an annual cash retainer of $35,000 for service on the Board, (ii) an annual cash retainer of $10,000 for service as the chairperson of the
Science and Technology Committee of the Board and (iii) an annual cash retainer of $5,000 for service on the Compensation Committee of the Board, each of which is payable quarterly in arrears. Dr. Verwiel will receive (i) an annual
cash retainer of $35,000 for service on the Board, (ii) an annual cash retainer of $7,500 for service on the Audit Committee of the Board and (iii) an annual cash retainer of $3,500 for service on the Nominating and Corporate Governance
Committee of the Board. In addition, under the Companys director compensation program, upon his election as a director, each of Dr. Slaoui and Dr. Verwiel were granted an option on July 25, 2017 to purchase 38,000 shares of the
Companys common stock at an exercise price per share of $16.91. Each of these options vests as to 33 1/3% of the total award one year after the date of grant and thereafter in substantially equal quarterly installments during the three years
following the grant date, subject to continued service through such date, and becomes exercisable in full upon the occurrence of a change in control of the Company.
Also in connection with their election to the Board, Drs. Slaoui and Verwiel will enter in to the Companys
standard form of indemnification agreement, a copy of which was filed as Exhibit 10.6 to Amendment No. 3 to the Companys Registration Statement on Form
S-1
(File
No. 333-210689)
filed with the Securities and Exchange Commission on April 27, 2016. Pursuant to the terms of this agreement, the Company may be required, among other things, to indemnify
Dr. Slaoui and Dr. Verwiel for some expenses, including attorneys fees, judgments, fines and settlement amounts respectively incurred by them in any action or proceeding arising out of their respective service as one of our
directors.
In addition, on July 21, 2017, Dr. Gordon provided written notice to the Company that he plans to resign from the Board and all
committees of the Board, effective as of July 25, 2017. Dr. Gordons decision to resign did not result from any disagreement with the Company on any matter relating to the Companys operations, policies or practices.
A copy of the Companys press release announcing these Board changes is attached as Exhibit 99.1 to this Current Report on Form
8-K.