Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On August 29, 2018, the Board of Directors (the Board) of
Constellation Pharmaceuticals, Inc. (the Company), upon recommendation from the Nominating and Corporate Governance Committee of the Board, elected each of Elizabeth G. Trehu and Steven L. Hoerter as a member of the Board, effective as
of September 4, 2018. Dr. Trehu will serve as a Class I director with a term expiring at the Companys 2019 annual meeting of stockholders and thereafter until her successor has been duly elected and qualified or until her
earlier death, resignation or removal. Mr. Hoerter will serve as a Class II director with a term expiring at the Companys 2020 annual meeting of stockholders and thereafter until his successor has been duly elected and qualified or
until his earlier death, resignation or removal. Dr. Trehu and Mr. Hoerter have not yet been appointed to any committees of the Board. The Board has determined that Dr. Trehu and Mr. Hoerter are each independent as
contemplated by the Nasdaq Stock Market and other governing laws and applicable regulations. The election of Dr. Trehu and Mr. Hoerter brings the size of the Board to eight members.
Dr. Trehu, age 58, has served as the chief medical officer of Jounce Therapeutics, Inc., a clinical stage immunotherapy company, since November 2015.
Prior to joining Jounce, Dr. Trehu served as the chief medical officer of Promedior, Inc., a biotechnology company, from 2012 to November 2015. Previously, Dr. Trehu served as vice president, product development and medical affairs
for Infinity Pharmaceuticals, Inc. from 2010 to 2012. Earlier in her career, Dr. Trehu served in a variety of roles for Genzyme Corporation, including as the vice president and general manager, hematology from 2009 to 2010, vice president
and general manager of Clolar from 2008 to 2009 and vice president, global medical affairs of Genzyme Oncology from 2006 to 2008. From 2002 to 2006, Dr. Trehu served in a variety of positions at Millennium Pharmaceuticals, Inc., including
as vice president of oncology global medical affairs in 2006. Dr. Trehu holds an M.D. from the New York University School of Medicine and an A.B. in English from Princeton University.
Mr. Hoerter, age 47, has served as the chief commercial officer of Agios Pharmaceuticals, a biopharmaceutical company, since February 2016. He has more
than 20 years of global pharmaceutical and biotechnology experience, most recently having served, from August 2011 to February 2016, as executive vice president and chief commercial officer at Clovis Oncology, Inc., a biopharmaceutical company.
There, Mr. Hoerter built and led the global commercial organization that developed
go-to-market
strategies for two oncology therapies. Before joining Clovis in
August 2011, he was general manager and management center head at Roche Group for the
Sub-Saharan
Africa and Indian Ocean Region. From 2005 to 2010, Mr. Hoerter held a variety of positions at Genentech,
Inc., including serving on the senior leadership team for Genentechs
bio-oncology
business as senior director, pipeline development and commercial operations. Prior to that, Mr. Hoerter held
commercial roles at Chiron Corporation and Eli Lilly and Company in the United States, Europe and Africa. Mr. Hoerter received his B.A. from Bucknell University, M.B.A. from Tilburg University and M.S. in management from Purdue University.
There are no arrangements or understandings between Dr. Trehu or Mr. Hoerter and any other persons pursuant to which they were elected as directors.
There are no transactions in which either Dr. Trehu or Mr. Hoerter has an interest requiring disclosure under Item 404(a) of Regulation
S-K
of the Securities Act of 1933, as amended.
Dr. Trehu and Mr. Hoerter will each receive compensation for their service as
non-employee
directors and, if
applicable, for committee service in accordance with the Companys director compensation program, a summary of which was filed as Exhibit 10.8 to the Companys Registration Statement on Form
S-1
(File
No. 333-225822)
filed with the Securities and Exchange Commission on June 22, 2018 (the Registration Statement), including the award of a
one-time
nonqualified stock option under the Companys 2018 Equity Incentive Plan to purchase 26,342 shares of common stock, $0.0001 par value per share, of the Company (Common Stock) at an
exercise price of $9.05 per share, which was equal to the closing price of the Common Stock on the Nasdaq Global Select Market on the effective date of Dr. Trehus and Mr. Hoerters election.
In connection with their election, the Company and each of Dr. Trehu and Mr. Hoerter will enter into the Companys standard form of
indemnification agreement, a copy of which was filed as Exhibit 10.24 to the Registration Statement. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Dr. Trehu and
Mr. Hoerter for certain expenses (including attorneys fees), judgments, fines and settlement amounts actually and reasonably incurred by them in any action or proceeding arising out of their service as a director of the Company.