Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 20, 2021, upon the recommendation of the Nominating and Corporate
Governance Committee of the Board of Directors (the "Board") of Cerevel
Therapeutics Holdings, Inc. (the "Company"), the Board increased the size of the
Board to 11 directors and appointed Deval L. Patrick and Deborah Baron to serve
on the Board, effective immediately. Mr. Patrick shall serve as a Class III
director until his term expires at the 2023 annual meeting of stockholders and
Ms. Baron shall serve as a Class II director until her term expires at the 2022
annual meeting of stockholders. The Board determined that Mr. Patrick and
Ms. Baron are each independent under the listing standards of The Nasdaq Capital
Market.
Deval L. Patrick has served as the founder and chairman of TogetherFUND, a
political action committee that supports progressive politics and grassroots
groups working to drive turnout and engagement among disenfranchised and
marginalized voters, since May 2020. From April 2015 to December 2019,
Mr. Patrick served as a managing director of Bain Capital LLC, where he founded
and led a growth equity fund focused on delivering competitive financial returns
and positive social impact. Previously, from January 2007 to January 2015,
Mr. Patrick served as Massachusetts' first African-American governor. Prior to
his tenure in government, from 2000 to 2004, Mr. Patrick served as the executive
vice president and general counsel at The Coca-Cola Company. Previously, from
1998 to 1999, he served as vice president and general counsel at Texaco Inc.,
until its acquisition by Chevron Corporation. Mr. Patrick also previously served
as a partner in two Boston law firms and, from 1994 to 1997, served as the
Assistant Attorney General of the United States for Civil Rights in the
Department of Justice. Since 2015, Mr. Patrick has served on the boards of
directors of Global Blood Therapeutics, Inc., where he is also a member of its
audit and compensation committees, and of American Well Corporation. Mr. Patrick
also currently serves on the boards of directors of Twilio Inc. and a number of
private companies. Mr. Patrick is a Rockefeller Fellow, a Crown Fellow of the
Aspen Institute, and the author of two books, A Reason to Believe: Lessons from
an Improbable Life and Faith in the Dream: A Call to the Nation to Reclaim
American Values. Mr. Patrick received his B.A. in English and American
Literature from Harvard University and a J.D. from Harvard Law School.
Deborah Baron is currently a senior vice president in Pfizer Inc.'s Worldwide
Business Development Group, which she joined in 2002. In this role, Ms. Baron
leads all Pfizer business development activities, covering a wide range of
transaction types including venture investments, research/development/commercial
collaborations, license agreements, mergers and acquisitions, and divestitures.
Prior to this role, Ms. Baron held positions of increasing responsibility at
Pfizer, including leading business development activities in Pfizer's Primary
Care and Emerging Markets businesses. Before joining Pfizer in 2002, Ms. Baron
was an associate principal at McKinsey & Co, a management consulting firm, and
was previously a manufacturing engineer at The Stanley Works, now Stanley
Black & Decker, Inc., a manufacturer of industrial tools and household hardware
and provider of security products. Ms. Baron received her B.S. in Mechanical
Engineering from the Massachusetts Institute of Technology and an M.B.A. from
the Sloan School of Management at the Massachusetts Institute of Technology.
Mr. Patrick and Ms. Baron shall each receive an initial option award for his or
her Board service with a grant date fair value equal to $856,000 (provided that
such options shall not exceed, and shall be capped at, 92,000 in the aggregate),
vesting in 36 monthly installments through the third anniversary of the grant
date. As non-employee directors, Mr. Patrick and Ms. Baron shall also each
receive cash compensation in accordance with the Company's previously-disclosed
Non-Employee Director Compensation Policy. Ms. Baron was nominated to serve as a
director by Pfizer Inc. pursuant to that certain Amended and Restated
Registration and Shareholder Rights Agreement, dated as of October 27, 2020, by
and among the Company and the investors party thereto (the "Shareholder Rights
Agreement"). Douglas Giordano, who was previously nominated by Pfizer Inc. to
serve on the Board pursuant to the Shareholder Rights Agreement, shall remain as
an independent director on the Board as the director mutually agreed by the
Company and ARYA Sciences Holdings II to serve on the Board. Neither Mr. Patrick
nor Ms. Baron is a party to any transaction with the Company that would require
disclosure under Item 404(a) of Regulation S-K, and, except as disclosed above,
there are no arrangements or understandings between Mr. Patrick or Ms. Baron and
any other persons pursuant to which he or she was selected as a director. In
addition, Mr. Patrick and Ms. Baron will each enter into an indemnification
agreement with the Company consistent with the form of indemnification agreement
entered into between the Company and its existing non-employee directors.
On January 20, 2021, the Company entered into a waiver of the Shareholder Rights
Agreement to expand the size of the Board to 11 directors and permit Mr. Patrick
to be appointed as a Class III director and Ms. Baron to be appointed as a
Class II director. A copy of the waiver is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
On January 21, 2021, the Company issued a press release announcing the
appointment of Mr. Patrick and Ms. Baron to the Board. A copy of this press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Waiver, dated January 20, 2021, by and among Cerevel
Therapeutics Holdings, Inc. and the investors party thereto
99.1 Press release issued by Cerevel Therapeutics Holdings, Inc. on
January 21, 2021
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