SECURITIES AND EXCHANGE COMMISSION
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|Item 5.02.|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective as of August 17, 2021, the Board of Directors (the “Board”) of BridgeBio Pharma, Inc. (the “Company”) increased the size of the Company’s Board from eleven to fourteen directors (the “Board Increase”). The Company effected the Board Increase pursuant to Article VI, Section 3 of the Company’s Amended and Restated Certificate of Incorporation and Article II, Section 2 of the Company’s Amended and Restated Bylaws.
Effective as of August 17, 2021, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Fred Hassan, Andrea Ellis and Douglas Dachille to the Board. Mr. Hassan and Mrs. Ellis will serve as Class II directors of the Company, to hold office until the date of the annual meeting of stockholders during the year ending December 31, 2024 or until their earlier death, resignation or removal, and Mr. Dachille will serve as a Class III director of the Company, to hold office until the date of the annual meeting of stockholders during the year ending December 31, 2022 or until his earlier death, resignation or removal. Mrs. Ellis has also been appointed as a member of the Audit Committee of the Board, replacing Ronald J. Daniels, who has resigned from the Audit Committee effective as of August 17, 2021.
Pursuant to the Company’s Director Compensation Policy, on August 17, 2021, the Board granted to each of Mr. Hassan, Mrs. Ellis and Mr. Dachille an option to purchase $1,200,000 of shares of the Company’s common stock at an exercise price equal to $49.54, the closing market price per share of the Company’s common stock on the Nasdaq Stock Market on the date of grant. The options will vest in three equal annual installments over a three-year period, subject to each director’s continued service on the Board.
Mr. Hassan, Mrs. Ellis and Mr. Dachille have each entered into the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.4 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 filed on June 25, 2019 and incorporated herein by reference.
Mr. Hassan, age 75, serves as Director of Warburg Pincus LLC, a global private equity investment institution which he joined in 2009. Previously, Mr. Hassan served as Chairman and Chief Executive Officer of Schering-Plough from 2003 to 2009. Before assuming these roles, from 2001 to 2003, Mr. Hassan was Chairman and Chief Executive Officer of Pharmacia Corporation, a company formed through the merger of Monsanto Company and Pharmacia & Upjohn, Inc. He joined Pharmacia & Upjohn, Inc. as Chief Executive Officer in 1997. Mr. Hassan has served as a director of Precigen, Inc. (Nasdaq: PGEN) since 2016 and Prometheus Biosciences, Inc. (Nasdaq: RXDX) since 2021. Previously, Mr. Hassan served as a director of Time Warner Inc. (now Warner Media, LLC) from October 2009 to June 2018 and as a director of Avon Products, Inc. from 1999 until 2013. He was Chairman of the Board of Bausch & Lomb from 2010 until its acquisition by Valeant Pharmaceuticals International, Inc. in 2013 and served on the board of Valeant Pharmaceuticals from 2013 to 2014. Mr. Hassan earned his bachelor’s degree in chemical engineering from the Imperial College of Science and Technology at the University of London and an M.B.A. from Harvard Business School.
Mrs. Ellis, age 35, has served as the Chief Financial Officer of Neutron Holdings, Inc. d/b/a Lime, an innovative transportation technology company that offers access to shared electric scooters, bikes and mopeds that is built on sustainability, since June 2020. From 2015 to 2020, Mrs. Ellis held numerous positions at Restaurant Brands International (RBI), the parent company of Burger King, Popeyes, Tim Hortons. Mrs. Ellis started her career at Goldman Sachs, working in Investment Banking from 2012 to 2015 and Equities Trading from 2007 to 2010. Mrs. Ellis earned her bachelor’s degree in biology from the University of Pennsylvania and an M.B.A. from Harvard Business School.
Mr. Dachille, age 57, served as Executive Vice President and Chief Investment Officer for American International Group, Inc. (“AIG”) (NYSE: AIG) from September 2015 to June 2021. Before assuming these roles at AIG, Mr. Dachille served as Chief Executive Officer of First Principles Capital Management, LLC (“First Principles”), an investment management firm, from September 2003 until its acquisition by AIG in September 2015. Prior to co-founding First Principles, he was President and Chief Operating Officer of Zurich Capital Markets. Mr. Dachille began his career at JPMorgan Chase, where he served as Global Head of Proprietary Trading and Co-Treasurer. Mr. Dachille earned his bachelor’s degree in a special joint program through Union University and Albany Medical College and an M.B.A. in finance from the University of Chicago.
There are no arrangements or understandings between Mr. Hassan, Mrs. Ellis and Mr. Dachille and any other persons pursuant to which Mr. Hassan, Mrs. Ellis and Mr. Dachille were appointed as members of the Board. There are also no family relationships between Mr. Hassan, Mrs. Ellis and Mr. Dachille, on the one hand, and any director or executive officer of the Company or any other person nominated or chosen by the Company to become a director or executive officer, on the other, and none has a direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
|Item 7.01|| |
Regulation FD Disclosures.
On August 18, 2021, the Company issued a press release announcing the appointments of Mr. Hassan, Mrs. Ellis and Mr. Dachille to the Board. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
|Item 9.01|| |
Financial Statements and Exhibits
|99.1||Press Release, dated August 18, 2021|
|104||Cover Page Interactive Data file (embedded within the Inline XBRL document)|
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.
|BridgeBio Pharma, Inc.|
|Date: August 23, 2021|
Brian C. Stephenson
Chief Financial Officer
BridgeBio Pharma, Inc. Appoints Finance and Pharmaceutical Leaders Fred Hassan, Andrea Ellis and Douglas Dachille to its Board of Directors
PALO ALTO, CA August 18, 2021 BridgeBio Pharma, Inc. (Nasdaq: BBIO), a commercial-stage biopharmaceutical company founded to discover, create, test and deliver meaningful medicines for patients with genetic diseases and cancers with clear genetic drivers, today announced that it has added three new independent directors to its board: Fred Hassan, a pharmaceutical and financial industry giant who is the former CEO of Schering-Plough and former chairman of Bausch & Lomb; Andrea Ellis, a consumer technology innovator and the chief financial officer of Lime; and Douglas Dachille, an investment management veteran and the former chief investment officer of American International Group, Inc. (AIG).
We are privileged to have the opportunity to work with and learn from Fred, Andrea and Doug, and are grateful they are committed to helping us grow and advance our pipeline of potential therapies to treat patients with genetic diseases, said BridgeBio founder and CEO Neil Kumar, Ph.D. We are confident that the collective guidance these new directors offer will strengthen our ability to serve patients around the world.
Mr. Hassan brings extensive experience leading and scaling global pharmaceutical companies and advising major corporates as a director, which will benefit BridgeBio as it expands its commercial infrastructure and broadens its reach to patients.
Mr. Hassan works as Director at Warburg Pincus LLC, a global private equity institution. Previously, Mr. Hassan was the chairman and chief executive officer of Schering-Plough and chairman and chief executive officer of Pharmacia Corporation, a company formed through the merger of Monsanto Company and Pharmacia & Upjohn, Inc. Mr. Hassan is a Director at Prometheus Biosciences, and Precigen, both public biopharma companies using advanced technologies.
His previous directorships include Time Warner Inc. until its acquisition by AT&T Inc. in 2018, and Avon Products, where he served as chairman of the board, and Bausch and Lomb, where he also served as chairman. He has also served as a director at Amgen. Mr. Hassan earned a bachelors degree from Imperial College of Science and Technology, University of London and a masters degree in business administration from Harvard Business School.
BridgeBio is creating something unique within the industry and I have been deeply impressed by its ability to accelerate the development of therapies for patients in need, Mr. Hassan said. I look forward to drawing on my experience as a leader of global pharmaceutical businesses to help BridgeBio grow into a world-class company with the ability to help millions of patients around the world who are suffering from genetic diseases and genetically-driven cancers.
As a financial expert in the technology and food sector, Mrs. Ellis will bring a fresh outsider perspective and industry diversity to the BridgeBio board.
Mrs. Ellis is the chief financial officer of Lime, an innovative transportation technology company that offers access to shared electric scooters, bikes and mopeds that is built on sustainability. Prior to joining Lime, Mrs. Ellis held various roles in finance, operations, and product management at Restaurant Brands International for many leading food chains. She previously spent six years at Goldman Sachs in investment banking and trading. Mrs. Ellis earned her bachelors degree from the University of Pennsylvania and a masters degree in business administration from Harvard Business School.
Im thrilled to have the chance to help BridgeBio revolutionize the biotech and pharmaceutical industry with its groundbreaking approach to drug development. I am ready and eager to bring my experience in tech and finance to the board and aid the company in its mission to develop and deliver transformative medicines for patients suffering from genetic diseases, Mrs. Ellis said.
Mr. Dachille is an investment veteran who brings nearly 30 years of deep financial and strategic expertise to the board. He previously served as a board observer for the Company.
Mr. Dachille is AIGs former chief investment officer, where he had responsibility for overseeing the investment portfolios of AIGs insurance companies and the investments of third-party clients managed by First Principles Capital Management, LLC, an AIG subsidiary. He joined the company when AIG acquired First Principles Capital Management, LLC, an institutional fixed income asset manager, which he co-founded and served as chief executive officer. Mr. Dachille previously served as president and chief operating officer of Zurich Capital Markets and began his investment career at JPMorgan Chase & Company, where he served as global head of proprietary trading as well as co-treasurer. He earned his bachelors degree in a special joint program through Union University and Albany Medical College, and later was a Pew Scholar at the University of Chicago, where he earned a masters degree in business administration.
As a former board observer, Im excited to make the leap and become a director at BridgeBio, a company I firmly believe is transforming the biotech industry with its innovative hub-and-spoke business model and deep and diversified drug pipeline, Mr. Dachille said. I look forward to helping BridgeBio grow into a global commercial organization that is able to reach and help patients in need around the world.
About BridgeBio Pharma, Inc.
BridgeBio Pharma (BridgeBio) is a biopharmaceutical company founded to discover, create, test and deliver transformative medicines to treat patients who suffer from genetic diseases and
cancers with clear genetic drivers. BridgeBios pipeline of over 30 development programs ranges from early science to advanced clinical trials and its commercial organization is focused on delivering the companys two approved therapies. BridgeBio was founded in 2015 and its team of experienced drug discoverers, developers and innovators are committed to applying advances in genetic medicine to help patients as quickly as possible. For more information visit bridgebio.com.
BridgeBio Pharma, Inc.