Millendo Therapeutics, Inc. appointed Stephen Brady as new CEO

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

Directors 

In accordance with the Merger Agreement, immediate prior and effective upon the closing of the Merger, Louis J. Arcudi, III, Julia C. Owens, Ph.D., Carol G. Gallagher, Pharm.D., Carole L. Neuchterlein, J.D., John P. Howe, III, M.D., and James M. Hindman resigned from the Company's board of directors and committees of the board of directors on which they respectively served, which resignations were not the result of any disagreements with the Company relating to the Company's operations, policies or practices. 

The Merger Agreement provides that at or immediately after the closing of the Merger, the size of the Company's board of directors will be fixed at seven members consisting of one member designated by the Company, who is Geoff Nichol, M.B., Ch.B., M.B.A., and six members designated by Tempest. In accordance with the Merger Agreement, at the closing of the Merger on June 25, 2021, the board of directors and its committees were reconstituted, with Stella Xu and Geoff Nichol appointed as Class I directors of the Company whose terms expire at the Company's 2022 annual meeting of stockholders, Tom Dubensky and Tom Woiwode appointed as Class II directors of the Company whose terms expire at the Company's 2023 annual meeting of stockholders, Stephen Brady and Mike Raab appointed as Class III directors of the Company whose terms expire at the Company's 2024 annual meeting of stockholders, and with one additional person to be appointed to the Company's board of directors as a director. Mike Raab was appointed as the chairman of the Board. In addition, Mike Raab (Chair), Tom Woiwode, and Stella Xu were appointed to the Company's Audit Committee; Tom Woiwode (Chair) and Stella Xu were appointed to the Compensation Committee; and Mike Raab (Chair) and Geoff Nichol were appointed to the Nominating and Governance Committee. 

Mike Raab was appointed to the board of directors of the Company and as the chairman of the board of directors of the Company in connection with the closing of the Merger. Prior to the Merger, Mr. Raab served as a member of the board of directors of Tempest since December 2018. Mr. Raab has served as Ardelyx's president and chief executive officer since March 2009. Before Ardelyx, he was a partner at New Enterprise Associates (NEA), one of the world's largest and most successful venture capital firms, where he specialized in healthcare investments focusing on the biotechnology and pharmaceutical sectors. Prior to joining NEA in 2002, Mr. Raab spent 15 years in commercial and operating leadership roles in the biotech and pharmaceutical industries. He was senior vice president, therapeutics and general manager of the renal division at Genzyme Corporation, a Sanofi company. In this position, he launched and oversaw the sales growth of sevelamer, the leading phosphate binder for the treatment of hyperphosphatemia, with over $1.0 billion in worldwide sales in 2013. Mr. Raab was also instrumental in the worldwide launch of Genzyme's therapies for Gaucher disease, Ceredase and Cerezyme. Mike also spent two years with Genzyme's diagnostic products and services division. Previous to Genzyme, he held business development and sales and marketing positions at Repligen and Bristol-Myers. Mr. Raab received his B.A. from DePauw University. 

Geoff Nichol, M.B., Ch.B., M.B.A., was appointed to the Company's board of directors in December 2019. Dr. Nichol has nearly 30 years' experience in drug development. He has served as Chief Medical Officer at BioMarin Pharmaceutical Inc., where he manages an active portfolio of clinical development programs, since November 2016. From July 2011 to November 2016, he was Executive Vice President, Research and Development at Sangamo BioSciences, where he managed the preclinical development of several IND candidates. From September 2002 to January 2010, he was Senior Vice President of Development at Medarex, where he was responsible for a portfolio of clinical development programs. From February 1996 to September 2002, he was Vice President at Novartis, where he managed a clinical development therapeutic area, United States Medical Affairs, and Global Project and Portfolio Management. From December 1989 to February 1996, he held various positions up to Group Medical Director, Clinical Development at SmithKline Beecham, where he was responsible for anti-infective development and medical affairs. Dr. Nichol received a B.Med.Sc., M.B., Ch.B., or the equivalent of an M.D. in the U.S., from Otago University Medical School in New Zealand and an M.B.A. from Warwick University in the United Kingdom. 

Tom Woiwode, Ph.D. was appointed to the Company's board of directors in connection with the closing of the Merger. Prior to the Merger, Dr. Woiwode served as a member of the board of directors of Tempest since March 2018. Dr. Woiwode has been working with Versant since 2002, and has served in both operational and investment roles during that time. He was the start-up CBO for Amira (sale), Synosia (sale) and Flexion (2014 IPO), and was the COO of Okairos where he led the process that culminated in the acquisition by GSK. Since being promoted to Managing Director in 2014, Dr. Woiwode has assumed the lead role in multiple investments including Crispr (2016 IPO), Audentes (2016 IPO), Annapurna (merged to form Adverum), Gritstone (2018 IPO), Crinetics (2018 IPO), Jecure (sale) Anokion, Therachon, Vividion, Tempest, Aligos, CODA and Passage. Prior to joining Versant, he was a medicinal chemist at XenoPort, a start-up biotech company that completed an IPO in 2005. Dr. Woiwode earned his Ph.D. in chemistry from Stanford University. 

Stella Xu, Ph.D. was appointed to the Company's board of directors in connection with the closing of the Merger. Prior to the Merger, Dr. Xu served as a member of the board of directors of Tempest since March 2018. Dr. Xu has served as Managing Director of Quan Capital since September 2017. From September 2012 to August 2017, Dr. Xu served as Vice President and site head of Roche Innovation Center Shanghai, and a member of the global management team for Roche's Immunology, Inflammation & Infectious Diseases Discovery and Translation Area. Dr. Xu has served as member of the board of directors for Centrexion Therapeutics Corporation since January 2018, Zidan Medical, Inc. since October 2018, NextCure, Inc. since November 2018, Walking Fish Therapeutics, Inc. since June 2019, Design Therapeutics since March 2020 and HBM Healthcare Investments AG since June 2020. She also previously served as a member of the board of directors for ARMO BioSciences, Inc. from August 2017 to June 2018 (acquired by Eli Lilly and Company). Dr. Xu received a B.S. in Biophysics from Peking University and a Ph.D. in Immunology from Northwestern University. 

Executive Officers 

On June 25, 2021, effective immediately after the closing of the Merger, the Company's board of directors appointed Stephen Brady as the Company's Chief Executive Officer, Thomas Dubensky as the Company's President and Samuel Whiting as the Company's Chief Medical Officer. There are no family relationships among any of the Company's directors and executive officers. 

Stephen Brady was appointed Chief Executive Officer of the Company and to the board of directors of the Company in connection with the closing of the Merger. Prior to the Merger, Mr. Brady served as president and chief operating officer of Tempest Therapeutics since September 2019. Before Tempest, he served as executive vice president, strategy and finance at Immune Design, a biopharmaceutical company that was acquired by Merck in 2019. At Immune Design, Mr. Brady led the general and administrative functions at the company, including strategy, corporate development, finance and investor and public relations, and was instrumental in the company's successful IPO, financings and eventual sale to Merck. Prior to Immune Design, he held roles of increasing responsibility in multiple biopharmaceutical companies, including as vice president of corporate development at Proteolix, where he had primary responsibility for the company's business development activities and sale to Onyx Pharmaceuticals. 

Thomas Dubensky, Ph.D. was appointed President of the Company and to the board of directors of the Company in connection with the closing of the Merger. Prior to the Merger, Dr. Dubensky served as the CEO of Tempest since 2017 and as a member of the board of directors of Tempest since September 2017. Prior to Tempest, Tom was the Chief Scientific Officer of Aduro Biotech, where he led the development of first-in-class STING agonists. Additionally, Tom has served executive and principal roles in leading discovery biology, development and clinical translation of multiple first-in-class agents in cancer immunotherapy and infectious disease indications at several biotech companies, including Viagene, Chiron, Onyx, Cerus and Immune Design. Tom has an extensive publication and patent record. He received his BA in Bacteriology and Immunology from the University of California, Berkeley, his Ph.D. at the University of Colorado Health Sciences Center, conducted his post-doctoral studies at Harvard Medical School in the Department of Pathology, and received executive training at the University of California, San Diego, in the Executive Program for Scientist and Engineers. 

Samuel Whiting, M.D., Ph.D. was appointed Chief Medical Officer of the Company in connection with the closing of the Merger. Prior to the Merger, Dr. Whiting served as Tempest Therapeutic's Chief Medical Officer since November 2020. Before Tempest, he was Senior Vice President of Clinical Development at Calithera Biosciences where he oversaw the clinical development of the oral small molecule glutaminase inhibitor teleglenastat and the clinical development of the Calithera's pipeline CD73 inhibitor and served on Calithera's Senior Management Team. Prior to joining Calithera in 2016, Dr. Whiting held positions of increasing responsibility developing small molecule, targeted, immunotherapy, and cancer vaccine therapies (Medical Director, Senior Medical Director and Vice President of Research and Development) at Oncothyreon (subsequently Cascadian), VentiRx, and Gradalis Inc. Prior to his positions in the biotech industry, Dr. Whiting was an assistant professor of medical oncology at the University of Washington, assistant member of clinical research at the Fred Hutchinson Cancer Research Center, and clinical director of gastrointestinal (GI) oncology at the Seattle Cancer Care Alliance, where Dr. Whiting also maintained a clinical practice in GI oncology. 


Information regarding transactions between the Company and the newly appointed directors and executive officers is included in the Registration Statement and is incorporated herein by reference. 

Resignation of Named Executive Officer 

On June 25, 2021, immediately prior to and effective upon the closing of the Merger, Louis J. Arcudi, III, the Company's President Chief Executive Officer, and Jennifer Minai-Azary, the Company's Chief Financial Officer, resigned as officers of the Company. 

In connection with their termination of employment, Mr. Arcudi and Ms. Minai-Azary are entitled to certain severance payments and benefits and certain of their outstanding options and restricted stock will automatically vest in full, and the period during which they can exercise certain options will be automatically extended, in each case as described in Mr. Arcudi's and Ms. Minai-Azary's amended and restated employment agreement. For additional information regarding these payments and benefits, please refer to the Registration Statement, which is incorporated by reference in all respects.