Martin Babler serves on our board of directors. Since September 2020, Mr. Babler has served on the board of directors of Neoleukin Therapeutics, Inc. (Nasdaq: NLTX). Mr. Babler was chief executive officer of Principia BioPharma, Inc., a start-up company established to develop novel small molecule drugs for autoimmune diseases, from April 2011 until its acquisition by Sanofi in September 2020. From September until October 2020, he served as an adviser to Principia BioPharma, Inc. Mr. Babler also served on the board of directors of ZS Pharma, Inc. from February to December 2015. From December 2007 to April 2011, Mr. Babler was chief executive officer of Talima Therapeutics, Inc., a privately held drug delivery company. Prior to joining Talima, from 1998 to 2006, Mr. Babler was Vice President of Immunology Sales and Marketing, built and led the Commercial Development organization and initially served as Director of Cardiovascular Marketing, at Genentech, Inc. Prior to joining Genentech, Mr. Babler held various roles of increasing responsibility in sales, sales management, marketing and business development with Eli Lilly and Company. Mr. Babler holds a degree in pharmacy/pharmacology from the ETH in Zurich, Switzerland and has completed the Executive Development Program at Kellogg Graduate School of Management.
We believe that Mr. Babler’s experience in managing biotechnology and pharmaceutical companies make him well qualified to serve as a member of our board of directors.
Joseph Slattery serves on our board of directors. Mr. Slattery currently serves on the board of directors of Replimune (since October 2017), Morphic Therapeutic (since May 2019) and CVRx, Inc. (since October 2008). He previously served as executive vice president and CFO of TransEnterix, Inc. until December 2019, as executive vice president and CFO at Baxano Surgical Inc., and as CFO and senior vice president of finance and information systems of Digene Corp. He has served on the board of directors of Micromet, Inc., TranS1, Inc., and Exosome Diagnostics, Inc. Mr. Slattery earned his bachelor’s degree in accountancy from Bentley University and is a certified public accountant.
We believe that Mr. Slattery’s experience in managing healthcare companies, as well as his experience as a public company director, make him well qualified to serve as a member of our board of directors.
Number and Terms of Office of Officers and Directors
Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. The term of office of the first class of directors, consisting of Martin Babler and Joseph Slattery, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Daniel Lynch and Jan van de Winkel, will expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of Otello Stampacchia and Michelle Doig, will expire at our third annual meeting of shareholders.
Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.
Pursuant to a registration and shareholder rights agreement, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by such registration and shareholder rights agreement.
Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of one or more chairman of the board, chief executive officer, chief financial officer, chief business officer, president, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.
Committees of the Board of Directors
Our board of directors has three standing committees: an audit committee, a nominating committee and a compensation committee. Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described below.