Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On February 19, 2019, 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 Scott Braunstein as a member of the Board, effective immediately. Dr. Braunstein will serve as a
Class III director with a term expiring at the Companys 2021 annual meeting of stockholders and thereafter until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Dr. Braunstein has
not yet been appointed to any committees of the Board. The Board has determined that Dr. Braunstein is independent as contemplated by the Nasdaq Stock Market and other governing laws and applicable regulations. The election of
Dr. Braunstein brings the size of the Board to nine members.
Dr. Braunstein, age 55, has served as an operating partner at Aisling Capital
since September 2015. From July 2015 to March 2018, Dr. Braunstein also served as Chief Operating Officer, SVP of Corporate Strategy and Chief Strategy Officer at Pacira Pharmaceuticals, Inc., a specialty pharmaceutical company. From 2014 to
2015, Dr. Braunstein served as a healthcare portfolio manager at Everpoint Asset Management, an investment firm. From 2002 to 2014, Dr. Braunstein was a healthcare analyst and managing director at J.P. Morgan Asset Management and portfolio
manager for the J P Morgan Global Healthcare fund. Dr. Braunstein is currently chairman of the board of directors of ArTara Therapeutics, Inc. and serves as a member of the board of directors of SiteOne Therapeutics, Inc., each a private
pharmaceutical company, and serves as a member of the following public company boards of directors: Esperion Therapeutics, Inc., Marinus Pharmaceuticals, Inc., Ziopharm Oncology, Inc. and Trevena, Inc. He earned his Bachelor of Applied Science from
Cornell University and his MD from the Albert Einstein College of Medicine.
There are no arrangements or understandings between Dr. Braunstein and
any other persons pursuant to which he was elected as a director. There are no transactions in which Dr. Braunstein has an interest requiring disclosure under Item 404(a) of Regulation
S-K
of the
Securities Act of 1933, as amended.
Dr. Braunstein will receive compensation for his service as a
non-employee
director 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 $10.81 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. Braunsteins election.
In connection with his election, the Company and Dr. Braunstein 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. Braunstein 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.
A copy of the Companys press release announcing Dr. Braunsteins election is furnished, but not filed, as Exhibit 99.1 to this Current Report
on Form
8-K.