Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.
Resignation of Eli Casdin as Class I Principal
On September 28, 2022, Eli Casdin tendered his resignation as a member of the board of directors (the “Board”) of Century Therapeutics, Inc. (the “Company”) and the Compensation and Nominating and Corporate Governance Committee
advice. On September 29, 2022the Board of the Company has accepted At Mr. Casdin’s resignation, effective October 1, 2022 (the “Effective Date”). Mr Casdin resigned to focus on other endeavors and not in connection with disagreements with the Company.
Appointments of Daphne Quimi as a Class I Principal and Timothy P. Walter as Class II Principal
On September 29, 2022, pursuant to the company’s second amended and restated certificate of incorporation, the board increased the size of the board of directors by one person, to a total of eight seats. In this context, the Board appointed (i) Ms.
Daphne Quimi to act as a class I director of the Company and as a member of the audit committee and Nominating and Corporate Governance Committeeand (ii) Mr. Timothy P. Walter to act as a Class II director and a member of the compensation committee, in each case from the effective date.
Daphne Quimi56, has been Chief Financial Officer of Amicus Therapeutics, Inc. (“Amicus”), a public biotechnology company, since January 1, 2019. Previously, she served as Senior Vice President, Finance and Corporate Controller of Amicus and has been with Amicus since September 2007. Before Amicus, Ms Quimi served as Director of Consolidation and External Reporting at Bristol-Myers Squibb. Prior to joining Bristol-Myers Squibb, Ms Quimi also held positions of increasing responsibility within the finance department of Johnson & Johnson. Ms Quimi brings extensive experience in public accounting and financial reporting. Ms Quimi earned a BS in Accounting from Monmouth University and an MBA from New York University Stern School of Business. She serves on the board of Amylyx Pharmaceuticals, Inc., a public biopharmaceutical company. Ms Quimi is also a chartered accountant
Timothee Walbert54, has been President, Chief Executive Officer and Director of Horizon Therapeutics Public Limited Company, a public biotechnology company, since June 2008 and has been its president since March 2010. Of
May 2007 at June 2009, Mr. Walter served as President, Chief Executive Officer and Director of IDM Pharma, Inc.a public biotechnology company acquired by Takeda America Holdings, Inc. in June 2009. Of September 2005 at
April 2007, Mr. Walter served as Executive Vice President, Commercial Operations of NeoPharm, Inc., a public biotechnology company. Of June 2001 at
August 2005, Mr. Walter served as Divisional Vice President and General Manager of Immunology, where he built and led the global development and launch of the multi-indication biologic drug HUMIRA, and Divisional Vice President, Global Vardiovascular Strategy at Abbott, now AbbVie. From 1998 to 2001, he was director, CELEBREX North America and Arthritis Team Leader, Asia Pacific, Latin America and Canada at GD Searle & Company. Mr. Walter currently sits on the board of directors of Illinois Biotechnology Innovation Organization (iBIO).
Mr. Walter is also a member of the National Organization for Rare Disorders (NORD) Advisory Board and serves on the board of directors of Mühlenberg College. He previously served on the board of directors of Aurinia Pharmaceuticals Inc., a public biotechnology company in April 2020 at September 2022; Exicure, Inc., a public clinical-stage biotechnology company, July 2019 at February 2022; Assertio Holdings, Inc., a public specialty pharmaceutical company, May 2020 at December 2020 (and before that at Zyla’s Life Sciencesa public pharmaceutical company, April 2014 until May 2020upon its acquisition by Assertio); Sucampo Pharmaceuticals, Inc., a public biopharmaceutical company, from 2015 to 2018, when it was acquired by Mallinckrodt; XOMA Corporation, a public biotechnology company, from 2011 to 2017 and Raptor Pharmaceutical Corp.
(Raptor), a public biopharmaceutical company, from 2010 to 2014. Mr. Walter earned her Bachelor of Arts in Commerce from Mühlenberg Collegein Allentown, Pennsylvania.
The Board determined that Ms Quimi and Mr. Walter are independent under applicable Nasdaq listing rules. There are no arrangements or understandings between either Ms Quimi Where Mr. Walter and any other person under which either of these persons has been chosen as a director. There are no related party transactions between the Company and either Ms Quimi Where Mr. Walter (or any of their immediate family members) requiring disclosure under Regulation SK 404(a). Neither Ms Quimi neither Mr. Walter have family relations with one of the directors or officers of the Company.
In accordance with the compensation policy for non-employee directors of the Company, as set out in the Company’s definitive proxy statement, filed with the Security and Exchange Commission on April 21, 2022 (the “Director Remuneration Policy”), the Company will pay each of the Ms Quimi and Mr. Walter respective annual fees for their services on the Board and its committees. In addition, as of the Effective Date, in accordance with the Directors’ Compensation Policy, each of the Ms Quimi and Mr. Walter received a 10-year unqualified option to purchase 39,744 ordinary shares of the Company, par value $0.0001 per share (the “Common Shares”) under the Company’s 2021 Stock Incentive Plan (collectively the “Initial Option Grants”), with an exercise price of $9.89 per share, the closing price of the common shares on the effective date. Initial grants of options will vest in equal monthly installments over thirty-six (36) months, subject to continued service to the Company.
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