Akili, Inc. appointed W. Edward Martucci as new CEO

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

Executive Officers and Directors 

Upon the consummation of the Business Combination, and in accordance with the terms of the Merger Agreement, each executive officer of SCS ceased serving in such capacities, and Kishan Mehta, Vladimir Coric, Senthil Sundaram and Michael Taylor ceased serving on Akili, Inc.'s board of directors. 

Effective as of the consummation of the Business Combination, W. Edward Martucci, Chamath Palihapitiya, Bharatt Chowrira, Kenneth Ehlert, Adam Gazzaley, William Jones, Jr. and Christine Lemke were appointed as directors of Akili, Inc., to serve until the end of their respective terms and until their successors are elected and qualified. 

Effective as of the consummation of the Business Combination, W. Edward Martucci was appointed as Akili, Inc.'s Chief Executive Officer, Santosh Shanbhag was appointed as Akili, Inc.'s Chief Financial Officer, Matthew Franklin was appointed as President and Chief Operating Officer, Anil Jina was appointed as Akili, Inc.'s Chief Medical Officer, Jacqueline Studer was appointed as Akili, Inc.'s Chief Legal Officer and Jonathan David was appointed as Akili, Inc.'s Chief Product Officer. 

Reference is also made to the disclosures described in the Proxy Statement/Prospectus in the sections entitled "Director Appointment Proposal" beginning on page 187 and "Management of Akili, Inc. Following the Business Combination" beginning on page 317 for biographical information about each of the directors and officers following the Business Combination which are incorporated herein by reference. 

Compensatory Arrangements for Directors 

Non-Employee Director Compensation Policy 

We intend to adopt a new non-employee director compensation policy that will become effective as of the Closing and will be designed to enable us to attract and retain, on a long term basis, highly qualified non-employee directors. Under the policy, our non-employee directors will be eligible to receive cash retainers (which will be payable quarterly in arrears and prorated for partial years of service) and equity awards as set forth below: 


Annual Retainer for Board Membership


$40,000 for general availability and participation in meetings and conference calls of our Board of Directors


Additional Annual Retainer for Non-Executive Chair


$40,000


Additional Annual Retainer for Committee Membership


Audit Committee Chairperson: $20,000


Audit Committee member (other than Chairperson): $10,000


Compensation Committee Chairperson: $15,000


Compensation Committee member (other than Chairperson): $7,500


Nominating and Corporate Governance Committee Chairperson: $10,000


Nominating and Corporate Governance Committee member (other than Chairperson): $5,000


In addition, our policy will provide that, upon initial election or appointment to our board of directors, each new non-employee director will be granted a one-time grant (the "Initial Award") of a non-statutory stock option to purchase shares of our common stock upon his or her election to the board. The amount of the Initial Award will be determined as the lesser of (x) a stock option with a value of $240,000 and (y) a stock option to purchase 44,000 shares. The Initial Award will vest in substantially equal annual installments over three years, subject to the non-employee director's continued services to the Company. On the date of each annual meeting of stockholders of our company following the completion of this offering, each continuing non-employee director, other than a director receiving an Initial Award, will receive an annual stock option award (the "Annual Award"). The amount of the Annual Award will be determined as of the lesser of (x) a stock option with a value of $120,000 and (y) a stock option to purchase 22,000 shares. The Annual Award shall vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next annual meeting of stockholders, subject to the non-employee director's continued services to the Company. Such awards are subject to full acceleration vesting upon the sale of our company or upon such director's death or disability. 

The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director for service as a non-employee director in a calendar year period will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $750,000 in any other calendar year. 

We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our board of directors or any committee thereof. 

Employee directors will receive no additional compensation for their service as a director. 

2022 Plans 

In connection with the consummation of the Business Combination, and as further described in the Proxy Statement/Prospectus in the sections titled "Incentive Plan Proposal" beginning on page 191 and "ESPP Proposal" beginning on page 199, Akili, Inc. adopted the 2022 Stock Option and Incentive Plan, under which Akili, Inc. may 


grant equity incentive awards to employees, directors and independent contractors in order to attract, motivate and retain the talent for which Akili, Inc. competes, and the 2022 Employee Stock Purchase Plan to provide eligible employees of Akili, Inc. and its designated subsidiaries with opportunities to purchase shares of Akili, Inc. common stock. 

The 2022 Stock Option and Incentive Plan became effective upon the consummation of the Business Combination. Subject to adjustment as set forth in the 2022 Stock Option and Incentive Plan, there are 12,813,781 shares of Akili Inc. common stock initially reserved for issuance under the 2022 Stock Option and Incentive Plan. In addition, the number of shares of Akili, Inc. common stock reserved for issuance under the 2022 Stock Option and Incentive Plan will automatically increase on January 1 of each year, starting on January 1, 2023, in an amount equal to the lesser of (1) the excess (if any) of (A) 5% of the outstanding shares on the last day of the immediately preceding December 31 (excluding any shares reserved for issuance under equity-based plans of Akili, Inc., including the 2022 Stock Option and Incentive Plan and the 2022 Employee Stock Purchase Plan over (B) the number of shares of Akili, Inc. common stock then reserved for issuance under the 2022 Stock Option and Incentive Plan as of such date, or (2) a lesser number of shares determined by the plan administrator prior to the date of the increase. The maximum number of shares of Akili, Inc. common stock that may be issued on the exercise of ISOs under the 2022 Stock Option and Incentive Plan is 12,813,781 shares. 

The 2022 Employee Stock Purchase Plan became effective upon the consummation of the Business Combination. Subject to adjustment as set forth in the 2022 Employee Stock Purchase Plan, there are 1,167,881 shares of Akili Inc. common stock initially reserved for issuance under the 2022 Employee Stock Purchase Plan. The 2022 Employee Stock Purchase Plan provides that the number of shares of Akili, Inc. common stock that are reserved and available for issuance under the 2022 Employee Stock Purchase Plan will automatically increase on January 1st of each year, beginning on January 1, 2023 and continuing through and including January 1, 2032, by the least of (i) the excess (if any) of (A) 1% of the outstanding shares issued and outstanding on the immediately preceding December 31st (excluding any shares reserved for issuance under equity-based plans of Akili, Inc. including the 2022 Stock Option and Incentive Plan and the 2022 Employee Stock Purchase Plan) over (B) the number of shares of Stock then reserved for issuance under the 2022 Employee Stock Purchase Plan as of such date, (ii) 1,167,881 or (iii) such number of shares determined by the administrator. 

The foregoing description of the 2022 Stock Option and Incentive Plan and the 2022 Employee Stock Purchase Plan contained in this Item 5.02 does not purport to be complete and is subject to and qualified in its entirety by reference to the 2022 Stock Option and Incentive Plan and the 2022 Employee Stock Purchase Plan, copies of which are included as Exhibits 10.3 and 10.4 to this Report, respectively, and are incorporated herein by reference.