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.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
EVELO BIOSCIENCES, INC. 
