bluebird bio, Inc. appointed new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On January 5, 2021, the board of directors (the "Board") of the Company upon the recommendation of the Board's Nominating and Corporate Governance Committee, appointed Ramy Ibrahim, M.D. as a director of the Company's Board, effective January 7, 2021. Dr. Ibrahim will serve as a Class I director, to serve until the Company's annual meeting of stockholders in 2023. Dr. Ibrahim was also appointed to serve on the Nominating and Corporate Governance Committee of the Board. 


Dr. Ibrahim is a recognized leader in clinical development in immunotherapy and cell therapy. He is currently serving as a consultant for the Parker Institute for Cancer Immunotherapy (PICI) where he was recently the Chief Medical Officer and built the clinical capabilities within the institute as well as worked with renowned cell therapy experts to support building world class cell therapy startups. Before joining PICI, Dr. Ibrahim was the vice president and Global Therapeutic area head for Immuno-Oncology clinical development for AstraZeneca/MedImmune, leading the global clinical team developing multiple immunotherapies. In addition, as a member of the Bristol-Myers Squibb Immuno-oncology program, he served on the Yervoy (ipilimumab) clinical team supporting the program from early phase II through multiple global launches of the first FDA-approved immune checkpoint inhibitor. In addition to his engagement with investment firms, Dr. Ibrahim also serves on the Scientific Advisory Board of Harpoon and on the Board of Directors for Surface Oncology.


In connection with this appointment, on January 7, 2021 the Company granted Dr. Ibrahim a stock option to purchase 4,500 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), at a purchase price equal to the closing price per share of the Common Stock on the NASDAQ Global Select Market on January 7, 2021, and restricted stock units for 2,250 shares of Common Stock. The stock options and restricted stock units vest ratably over three years in annual installments.


There are no arrangements or understandings between Dr. Ibrahim and any other persons pursuant to which he was selected as a director, and Dr. Ibrahim has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


On January 9, 2021, David P. Schenkein, M.D. notified the Company of his resignation as a Class III director from the Company's Board and Nominating and Corporate Governance Committee of the Board effectively immediately. Dr. Schenkein's resignation was not caused by any disagreement with the Company on any matter relating to the Company's operations, policies or practices. 


In addition, on January 11, 2021, bluebird announced certain planned future changes in the composition of its board of directors and management in connection with, and contingent upon successful completion of its announced intent to separate its core severe genetic disease and its oncology businesses into two independent, publicly-traded companies (bluebird and Oncology Newco, respectively). Effective upon the separation, which is expected to be completed by the end of 2021: Nick Leschly would become chief executive officer of Oncology Newco and executive chair of the board of directors of bluebird, and step down from his position as chief executive officer of bluebird; Daniel Lynch would become chair of the board of directors of Oncology Newco, and step down from his position as chair of the board of directors of bluebird; and Andrew Obenshain, 47, would become chief executive officer of bluebird. Mr. Obenshain joined bluebird in 2016 as its senior vice president, Head of Europe, and since then has served in roles of increasing responsibility and currently as president of bluebird's severe genetic disease business. Prior to joining bluebird, Mr. Obenshain was the General Manager of France and Benelux at Shire in Paris, France, overseeing a portfolio including seven rare disease products.


The Company plans to announce, at a later date, additional management team members and members of the board of directors for each of bluebird and Oncology Newco to be effective upon the separation.


This Current Report on Form 8-K contains forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, including statements about the planned separation, the timing of the separation, and leadership of each of bluebird and Oncology Newco. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Applicable risks and uncertainties include those related to the possibility that we may not complete the separation on the terms or timeline currently 


contemplated if at all, achieve the expected benefits of a separation, and that a separation could harm our business, results of operations and financial condition; the risk that the transaction might not be tax-free; the risk that we may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as independent companies; Oncology Newco's lack of independent operating history and the risk that its accounting and other management systems may not be prepared to meet the financial reporting and other requirements of operating as an independent public company; the risk that dedicated financial and/or strategic funding sources may not be available on favorable terms; the risk that a separation or announcement thereof may adversely impact our ability to attract or retain key personnel; the risk that a separation may adversely impact the effectiveness of development and commercialization efforts by us and our partners; the risk of possible disruption to our businesses as a result of the announcement or pendency of the separation; and the risks listed under the heading "Risk Factors" and elsewhere in bluebird's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, and in bluebird's subsequent SEC filings. These forward-looking statements (except as otherwise noted) speak only as of the date of this Current Report on Form 8-K, and bluebird undertakes no obligation to update these forward-looking statements.