(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 (b), (d) and (e): Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers; Item 8.01: Other Events.
On January 10, 2014, the Board of Directors (the "Board") of OvaScience, Inc.
(the "Company"), following the recommendation of the Nominating and Corporate
Governance Committee of the Board, elected Marc Kozin, the former President of
L.E.K. Consulting's North American practice, to the Company's Board to serve as
a Class I Director of the Company with a term expiring at the 2016 annual
meeting of stockholders and thereafter until his successor is duly elected and
qualified. Mr. Kozin has also been appointed to the Nominating and Corporate
Mr. Kozin, age 52, has been a Senior Advisor to L.E.K. Consulting, a global
strategy consulting firm, since July 2011. Prior to that, Mr. Kozin served as
president of L.E.K.'s North American practice for 15 years. Mr. Kozin has nearly
30 years of experience in corporate and business unit strategy consulting,
merger and acquisition advisory services, and value management both domestically
and internationally. Mr. Kozin currently serves as a member of the board of
directors of UFP Technologies, Inc., a designer and manufacturer of engineered
packaging solutions and engineered component products, DYAX Corp., a
biopharmaceutical company, Endocyte, Inc., a biotechnology company, and three
privately-held companies. He also serves on the strategic advisory board for
Healthcare Royalty Partners, a global healthcare investment firm. Mr. Kozin
holds a B.A., with distinction, in economics from Duke University and an M.B.A.,
with distinction, from The Wharton School, University of Pennsylvania.
In connection with Mr. Kozin's election to the Board, and pursuant to the
Non-Employee Director Compensation Policy, Mr. Kozin will be granted
non-statutory stock options to purchase an aggregate of 8,650 shares of Common
Stock of the Company at the next regularly scheduled meeting of the Board in
March 2014. These stock options will have an exercise price per share equal to
the closing price of the Common Stock on the NASDAQ Global Market on the date of
grant. The stock options will vest in twelve equal monthly installments at the
end of each successive month following the date of grant, subject to Mr. Kozin's
continued service as a director. In addition, the Non-Employee Director
Compensation Policy provides for Mr. Kozin to be granted an option to purchase
6,500 shares of Common Stock on the date of the first Board meeting held after
the 2014 annual meeting of stockholders and each annual meeting held thereafter.
Such options will vest in twelve equal monthly installments at the end of each
successive month following the grant date and the exercise price of such options
will be equal to the fair market value of the Common Stock on the date of grant.
The Non-Employee Director Compensation Policy also provides for Mr. Kozin to
receive an annual fee of $35,000 for his service on the Board and $3,750 for his
service on the Nominating and Corporate Governance Committee.
Also in connection with Mr. Kozin's election to the Board, Mr. Kozin and the
Company have entered into an indemnification agreement in the form the Company
has entered into with certain of its other non-employee directors, which form is
filed as Exhibit 10.21 to the Registration Statement on Form 10 (File
No. 000-54647) filed by the Company on April 11, 2012. Under this agreement, the
Company will agree, among other things, to indemnify Mr. Kozin for certain
expenses, including attorneys' fees, judgments, fines and settlement amounts
incurred by him in any action or proceeding arising out of his service as one of
the Company's directors.
Mr. Kozin will replace Jonathan Tilly, Ph.D., who resigned from the Board on
January 6, 2014, and will continue to serve as a member of the Company's
Scientific Advisory Board. His resignation was not the result of a disagreement
on any matter related to the Company's operations, policies or practices.
The full text of the press release issued in connection with the election of
Mr. Kozin to the Board and the departure of Dr. Tilly from the Board is filed as
Exhibit 99.1 to this Current Report on Form 8-K.
On January 9, 2014, the Company announced the appointment of David Stern to the
position of Executive Vice President, Global Commercial Operations, in
preparation for the Company's international introduction of AUGMENTSM.
Mr. Stern joins OvaScience from EMD Serono, Inc. (an affiliate of Merck KGaA),
where he most recently served as Head Global Business Franchise, Fertility. He
will assume his new role in February 2014.
--------------------------------------------------------------------------------Mr. Stern joined EMD Serono in 2003, and rose to the position of Head Global
Business Franchise, Fertility, a business with over a billion dollars in revenue
annually. Prior to his career at EMD Serono, Mr. Stern had ten years of
experience working closely with fertility clinics in sales and marketing roles
for Organon Pharmaceuticals. In June 2011, he was recognized as one of the top
30 Emerging Leaders under 45 in the Pharmaceutical Industry by Pharmaceutical
Executive magazine. Mr. Stern graduated from Brandeis University and received
his M.B.A. from Babson College.
On January 9, 2014, OvaScience also announced that Christopher Bleck will assume
the role of Head of Sales and Marketing within the commercial organization, and
that Alison Lawton, Chief Operating Officer, will be leaving to pursue other
opportunities. In connection with the separation, the Company will pay
Ms. Lawton nine months of base salary and she will be permitted, for a period of
twelve months, to exercise previously granted options to purchase 92,223 shares
of common stock that have an exercise price of $13.50 per share.