Table of Contents
of Missouri), Charlotte Sumner, M.D. (Johns Hopkins University) and Arthur Burghes, Ph.D. (Ohio State University).
Board Composition and Election of Directors
Our board of directors currently consists of nine members, each of whom serve as directors pursuant to the board composition
provisions of our third amended and restated certificate of incorporation and our third amended and restated investor rights agreement, as amended, or IRA, that we entered into with certain of our
investors, which is further described under "Certain Relationships and Related Party Transactions" in this prospectus. The IRA provides that our board of directors shall include (i) one
director who is serving as our Chief Executive Officer, which is currently Mr. Nolan, (ii) one director to be a representative of the holders of our common stock, designated by the
holders of a majority of our common stock, which is currently Dr. Verwiel, (iii) one director to be a representative of the holders of our Class B-1 preferred stock, designated by
PBM Capital Investments, LLC, which is currently Mr. Manning, and (iv) two directors to be representatives of the holders of our Class C preferred stock, designated by
Deerfield Private Design Fund III, L.P., which are currently Mr. Leff and Ms. Nuechterlein. The foregoing provisions of the IRA will terminate immediately prior to the completion
of this offering. Upon the termination of these provisions, there will be no further contractual rights or obligations regarding the nomination or election of our directors. Thereafter, each of our
current directors will continue to serve until the election and qualification of his or her successor, or his or her earlier death, resignation or removal.
primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling and direction to our management. Our board of directors meets on a
regular basis and additionally as required.
Classified Board of Directors
In accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws, which will
become effective upon the closing of this offering, our board of directors will be divided into three classes, each of which will consist, as
nearly as possible, of one-third of the total number of directors constituting our entire board of directors and directors in each class will serve staggered three-year terms. At each annual meeting
of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following such election. Our
directors will be divided among the three classes as follows:
- Class I, which will consist of Jonathan Leff, Carole Nuechterlein and Bong Koh, whose terms will expire at the first annual
meeting of stockholders to be held following the completion of this offering;
- Class II, which will consist of Brian Kaspar, Paul Manning and Sean Nolan, whose terms will expire at the second annual meeting
of stockholders to be held following the completion of this offering; and
- Class III, which will consist of Daniel Welch, Terrence Kearney and Frank Verwiel, whose terms will expire at the third annual
meeting of stockholders to be held following the completion of this offering.
amended and restated bylaws, which will become effective upon completion of this offering, will provide that the authorized number of directors may be changed only by resolution
approved by a majority of our board of directors. Any additional directorships resulting from an