UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On April 14, 2023, Lord Ara Darzi, Chair of the board of directors (the “Board”) of Evelo Biosciences, Inc. (“Evelo” or the “Company”), notified the Company of his resignation from the Board and all associated committees, effective the same day. His resignation was not the result of a disagreement with the Company. Lord Darzi has agreed to serve as an advisor to the Company.
Also on April 14, 2023, upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Governance Committee”), the Board appointed Robert L. Rosiello as a director, as Chair of the Board and as Chair of the Governance Committee, effective upon the resignation of Lord Darzi. Mr. Rosiello was appointed as a Class II director on the Board, to serve until the Company’s annual meeting of stockholders to be held in 2023 and until his successor is duly elected and qualified or his earlier death, disqualification, resignation or removal.
Mr. Rosiello is an Executive Partner at Flagship Pioneering (“Flagship”), a company that conceives, creates, resources, and develops first-in-category bioplatform companies to transform human health and sustainability. He joined Flagship in 2018 and focuses on building capability to help originate, manage, and grow new Flagship companies. From September 1984 to June 2015, Mr. Rosiello worked at McKinsey & Company advising CEOs and boards of leading health care, technology, and consumer companies. He served as a senior partner for 18 years and was a member of McKinsey’s Senior Partner Review and Compensation Committees. From July 2015 to August 2016, Mr. Rosiello was both Executive Vice President and Chief Financial Officer at Valeant Pharmaceuticals, where he led the finance, human resources, and IT functions. He has served on the Board of Axcella Health, Inc. since October 2022. Mr. Rosiello received his B.A. in economics from the University of North Carolina, an M.Sc. in economics from the London School of Economics, and an M.B.A. from Harvard Business School.
Mr. Rosiello is eligible to participate in the Company’s Non-Employee Director Compensation Program (the “NEDCP”), which provides for, among other things: (i) an annual cash retainer of $40,000 and an initial equity award to purchase 40,000 shares of the Company’s common stock for service on the Board (the “Initial Equity Award”); (ii) an annual cash retainer of $35,000 for service as Chair of the Board; and (iii) an annual cash retainer of $8,000 for service as Chair of the Governance Committee. The Initial Equity Award has an exercise price equal to $0.17, the fair market value of a share of the Company’s common stock on the grant date, and will vest and become exercisable in thirty-six substantially equal monthly installments following the grant date, subject, to Mr. Rosiello’s continued service on the Board through each such vesting date.
Mr. Rosiello has entered into the Company’s standard indemnification agreement for directors and officers.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EVELO BIOSCIENCES, INC. | ||||||
| Date: April 18, 2023 | By: | /s/ Marella Thorell | ||||
| Marella Thorell | ||||||
| Chief Financial Officer and Treasurer | ||||||