UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On July 25, 2023, upon the recommendation of the Compensation, Nomination, and Corporate Governance Committee of the Board of Directors (the “Board”) of Monte Rosa Therapeutics, Inc. (the “Company”), the Board appointed Anthony M. Manning, Ph.D. to fill the newly created vacancy on the Board resulting from an increase in the size of the Board from eight (8) to nine (9) directors. Dr. Manning will serve as a Class II director until his term expires at the 2026 annual meeting of stockholders at which time he will stand for election by the Company’s stockholders. The Board determined that Dr. Manning is independent under the listing standards of Nasdaq. The compositions of the Compensation, Nomination, and Corporate Governance Committee and Audit Committee remain unchanged.
Dr. Manning serves as a Board Director for Palatin Technologies, Founder and Chair of the non-profit Institute for Biomedical Entrepreneurship, and Scientific Advisor for several companies. Most recently, Dr. Manning was Chief Scientific Officer at Momenta Pharmaceuticals, where he built a pipeline of first-in-class therapeutics for the treatment of autoantibody-driven diseases. Momenta was acquired by Johnson & Johnson Corporation in 2020 for $6.5 billion. Prior to Momenta, Dr. Manning led research and drug discovery efforts at Roche Pharmaceuticals, Pharmacia Corp., Biogen Idec, and several early-stage biotechnology companies. Dr. Manning has contributed more than 120 scientific publications and patents in the fields of autoimmune diseases, novel therapeutics, and drug discovery.
As a non-employee director, Dr. Manning will receive cash compensation and an equity award for his Board service in accordance with the Company’s Non-Employee Director Compensation Policy. Dr. Manning is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Manning and any other persons pursuant to which he was selected as a director. In addition, Dr. Manning has entered 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.
SIGNATURE
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.
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Monte Rosa Therapeutics, Inc. |
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Date: July 26, 2023 |
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By: |
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/s/ Markus Warmuth |
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Markus Warmuth |
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President and Chief Executive Officer |