Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On January 3, 2023, the Board of Directors (the "Board") of Acumen
Pharmaceuticals, Inc. (the "Company") approved the appointment of Dr. Derrell
Porter to serve as a director on the Board, effective January 4, 2023 (the
"Effective Date"). Dr. Porter has been designated a Class II director to hold
office until the Company's 2023 Annual Meeting of Stockholders, or until his
successor has been duly elected and qualified, or until his earlier death,
resignation or removal. The Board has determined that Dr. Porter is
"independent" pursuant to the rules of The Nasdaq Stock Market LLC and other
governing laws and applicable regulations. In addition, Dr. Porter has been
appointed to the Nominating and Governance Committee, effective as of the
Effective Date.
Dr. Porter is the Founder and CEO of Cellevolve, a development and
commercialization company focused on cell therapy, a role he has held since
March 2020. Dr. Porter has served on the board of Passage Bio., Inc., a
publicly-traded biotechnology company, since March 2020. Prior to Cellevolve,
Dr. Porter served as SVP and Head of Commercial at Atara Biotherapeutics, Inc.
from May 2017 to October 2019 and previously served in commercial and corporate
development roles at Gilead, AbbVie and Amgen. Dr. Porter started his career at
McKinsey & Company. He earned his M.D. from the Perelman School of Medicine and
MBA from the Wharton School at the University of Pennsylvania, and his B.S. in
Neuroscience from the University of California, Los Angeles. The Board believes
Dr. Porter is qualified to serve as a director based on his significant
expertise in drug development and commercialization.
In accordance with the Company's Non-Employee Director Compensation Policy, as
amended on March 24, 2022 (the "Policy") and filed as Exhibit 10.3 to the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 28, 2022, Dr. Porter's compensation for his services as a
non-employee director will be consistent with that of the Company's other
non-employee directors. In accordance with the Policy, on January 4, 2023,
Dr. Porter will be granted an initial stock option to purchase 50,000 shares of
the Company's common stock with an exercise price equal to the closing price of
the Company's common stock on the date of grant. The option will have a ten-year
term, and will vest in equal monthly installments over a three-year period, such
that the option will be fully vested on the third anniversary of the date of
grant, subject to Dr. Porter's continuous service through each such vesting
date. In addition, in accordance with the Policy, Dr. Porter will be entitled to
receive a $35,000 annual retainer for his service on the Board and a $4,000
annual retainer for his service on the Nominating and Governance Committee.
The Company also expects to enter into its standard indemnification agreement
for directors with Dr. Porter.
There are no arrangements or understandings between Dr. Porter and any other
person pursuant to which Dr. Porter was selected as a director, and there are no
transactions in which the Company is a party and in which Dr. Porter has a
material interest subject to disclosure under Item 404(a) of Regulation S-K.
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