PROKIDNEY CORP. appointed Bruce Culleton as new CEO

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


Chief Executive Officer Transition 

On November 10, 2023, the board of directors (the "Board") of ProKidney Corp. (the "Company") approved the termination, without cause, of Tim Bertram, Ph.D., Chief Executive Officer of the Company, effective November 15, 2023 (the "Effective Date"), following which Dr. Bertram is expected to continue to serve as a consultant of the Company and as a member of the Company's Scientific Advisory Board. On the Effective Date, and pursuant to the terms of Dr. Bertram's employment agreement, Dr. Bertram will resign from the Board of Directors (the "Board") of the Company. The Company expects to enter into a separation agreement and release and consulting agreement with Dr. Bertram, the terms of which will be disclosed once available. 

In addition, on November 10, 2023, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board approved the appointment of Bruce Culleton, MD, as Chief Executive Officer and as a Class III director of the Company, effective as of the Effective Date. Dr. Culleton will serve as a director until his term expires at the 2025 annual meeting of stockholders. The Company expects to enter into an employment agreement with Dr. Culleton in connection with his appointment as Chief Executive Officer, the terms of which will be disclosed once available. 

Dr. Culleton, age 56, has served as the Company's Executive Vice President, Clinical Development & Commercialization since July 2023. He has more than two decades of experience in industry and academia with a primary focus on kidney health. Prior to joining the Company, Dr. Culleton served as the Vice President and General Manager of CVS Kidney Care, LLC, a subsidiary of CVS Health Corporation (NYSE: CVS), a health solutions company, from June 2022 to July 2023. Previously, he served as Vice President and Chief Medical Officer at CVS Kidney Care from October 2017 to June 2022. Before joining CVS Health Corporation, he was Vice President, Global Clinical Development and World Wide Vice President, Medical Affairs, Medication and Procedural Solutions at Becton, Dickinson and Company (NYSE: BDX), a global medical technology company, from 2016 to 2017; and previously Vice President, Renal Therapeutic Area at Baxter International Inc. (NYSE: BAX), a healthcare company, from 2007 to 2016. Prior to beginning his industry career in 2007, Dr. Culleton was a Clinical Associate Professor, Department of Medicine at the University of Calgary. Dr. Culleton holds a Bachelor's degree in Medical Science and a Doctor of Medicine degree from Memorial University of Newfoundland, and a Master's degree in Business Administration from Northwestern University, Kellogg School of Management. He completed a specialization in Internal Medicine and Nephrology through the Royal College of Physicians and Surgeons of Canada, as well as a fellowship in Clinical Epidemiology at Boston University, Framingham Heart Study. 

There are no arrangements or understandings between Dr. Culleton and any other person pursuant to which Dr. Culleton was appointed as Chief Executive Officer and as a director. There are no family relationships between Dr. Culleton and any director or executive officer of the Company, and there are no transactions between Dr. Culleton and the Company that would be reportable under Item 404(a) of Regulation S-K. 


Dr. Culleton entered into an indemnification agreement in the form the Company has entered into with its other executive officers, which form is filed as Exhibit 10.13 to the Company's Current Report on Form 8-K, filed by the Company on July 15, 2022 and is incorporated herein by reference.