Explanatory Note
The Company is filing this Form 8-K/A to amend its Form 8-K filed with the Securities and Exchange Commission on November 6, 2023 to disclose that upon the recommendation of the Nominating and Corporate Governance Committee of the Board made on November 28, 2023, the Board appointed Dr. Nicholson to serve as a member of the Research and Development Committee.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 3, 2023, the Board of Directors (the “Board”) of Adverum Biotechnologies, Inc., upon the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board to ten members and appointed C. David Nicholson, Ph.D. to the Board, effective as of November 3, 2023. Dr. Nicholson will serve as a Class III director, to hold office until Adverum’s 2026 annual meeting of stockholders. Dr. Nicholson will serve until his respective successor is elected and qualified, or until his earlier respective death, resignation or removal. The Board has determined that Dr. Nicholson satisfies the applicable independence requirements of the Nasdaq Listing Rules. Upon the recommendation of the Nominating and Corporate Governance Committee of the Board made on November 28, 2023, the Board appointed Dr. Nicholson to serve as a member of the Research and Development Committee.
Prior to his retirement, Dr. Nicholson served as the Executive Vice President and Chief Research and Development Officer of Allergan plc, a pharmaceutical company, which was acquired by AbbVie Inc. in May 2020, from August 2014 to August 2020. He initially joined Allergan (previously known as Actavis plc and Forest Laboratories, Inc.) as Senior Vice President, Actavis Global Brands R&D, in August 2014. Prior to Allergan, from March 2012 to July 2014, Dr. Nicholson served on the executive committee of Bayer Crop Science as Chief Technology Officer and Executive Vice President of Research and Development. Prior to that, from 1988 to 2011, Dr. Nicholson held multiple executive management roles, to include Senior Vice President of Licensing and Knowledge Management at Merck & Co., Inc., Senior Vice President of Global Project Management and Drug Safety at Schering-Plough Corporation, and Executive Vice President of Research and Development at Organon & Co. Dr. Nicholson currently serves as the non-executive chair of the boards of directors of Exscientia plc and Wild Bioscience, a member of the board of directors of Volastra, the lead independent director of Actinium Pharmaceuticals, and an operational partner at Gilde Healthcare. Dr. Nicholson earned his B.Sc. in Pharmacology from the University of Manchester and a Ph.D. from the University of Wales.
On the date of his appointment to the Board, Dr. Nicholson received an option to purchase 80,000 shares of Adverum’s common stock, with an exercise per share equal to the fair market value of a share on the date of grant, pursuant to Adverum’s 2014 Equity Incentive Award Plan. One-third of the shares subject to the option vest on each anniversary of the grant date, subject to their continued service to Adverum on each such vesting date.
Dr. Nicholson will participate in Adverum’s standard compensation program for non-employee directors, which is described under the caption “Non-Employee Director Compensation” in Adverum’s proxy statement filed with the Securities and Exchange Commission on April 25, 2023.
Additionally, Adverum and Dr. Nicholson have entered into an indemnification agreement in substantially the same form that Adverum has entered into with each of its existing directors.