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|Item 5.02|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 16, 2021, Tiba Aynechi, Ph.D. notified the board of directors (the “Board”) of Mirum Pharmaceuticals, Inc. (the “Company”) of her resignation as a director of the Company, effective August 19, 2021. Dr. Aynechi’s resignation was not the result of any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On August 19, 2021, the Board, upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed William Fairey to the Board, effective immediately. Mr. Fairey will serve as a Class I director, with an initial term expiring at the Company’s 2023 Annual Meeting of Stockholders. Mr. Fairey will initially serve on the Audit Committee of the Board and will succeed Patrick Heron on such committee.
Pursuant to the Company’s Non-Employee Director Compensation Policy (as it may be amended from time to time, the “Policy”), Mr. Fairey was granted a stock option to purchase 34,000 shares of the Company’s common stock in connection with his appointment to the Board, which will vest in three equal annual installments measured from the date of grant, subject to Mr. Fairey’s continuous service as of each such date. In addition, in accordance with the Policy, Mr. Fairey will also receive an annual cash retainer of $40,000 for his Board service and $10,000 for his service on the Audit Committee thereof, each of which will be pro-rated for 2021. In addition, commencing with the Company’s 2022 Annual Meeting of Stockholders, Mr. Fairey will be eligible to receive an annual option grant to purchase 17,000 shares of the Company’s common stock, subject to his continuous service as of each such date.
Mr. Fairey has entered into the Company’s standard form of indemnification agreement. There were no arrangements or understandings between Mr. Fairey and any other persons pursuant to which he was selected as a director, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between Mr. Fairey and the Company required to be disclosed herein.
|Item 8.01|| |
On August 19, 2021, the Company issued a press release announcing the appointment of Mr. Fairey to the Board. A copy of this press release is furnished as Exhibit 99.1 hereto.
In addition, on August 19, 2021, the Board appointed its current members Carol L. Brosgart, M.D. and Patrick Heron to its Nominating and Corporate Governance Committee and Compensation Committee, respectively.
|Item 9.01|| |
Financial Statements and Exhibits.
|Exhibit No.|| |
|99.1||Press Release dated August 19, 2021|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Mirum Pharmaceuticals, Inc.|
|Date: August 19, 2021||By:|
|President and Chief Executive Officer|
Mirum Pharmaceuticals Appoints Biotechnology Executive William C. Fairey to its Board of Directors
FOSTER CITY, Calif. August 19, 2021 - Mirum Pharmaceuticals, Inc. (Nasdaq: MIRM) today announced the appointment of industry veteran William C. Fairey to its Board of Directors. Mr. Fairey brings to Mirum significant experience in establishing commercial organizations within public companies, building markets, and launching novel therapeutics to treat specialty and rare and orphan diseases.
Concurrent with the appointment of Mr. Fairey, Tiba Aynechi, Ph.D., has resigned from the Companys Board of Directors and her position on the Boards Compensation and Nominating and Corporate Governance Committees, respectively, effective August 19, 2021. Dr. Aynechi has been a valued Director since Mirums inception in 2018.
Bills extensive experience in global commercial and corporate strategy, and in rare disease, will be instrumental as we prepare for the launch of our first medication in the U.S. and continue to advance our pipeline to deliver medications for patients with rare liver diseases globally, said Chris Peetz, President and Chief Executive Officer at Mirum. On behalf of the Board of Directors, I want to thank Tiba for her leadership and significant contributions as a founding Board member of Mirum. Her confidence in Mirum and sagacious guidance in the early days of the company helped Mirum to move from clinical-stage to a commercial-ready company, poised to make a meaningful impact for the rare liver disease community.
Mr. Fairey brings nearly 30 years of experience building strong and scalable global commercial organizations. Most recently, Mr. Fairey served as Executive Vice President and Chief Commercial Officer at MyoKardia where he built the commercial and portfolio strategy, established the companys European headquarters, was planning for the expansion in Latin America and Asia when the company was acquired by Bristol-Myers Squibb. Mr. Fairey held a similar role at ChemoCentryx, where, as Chief Operating Officer, he was responsible for building out the initial commercial and medical teams. Prior to ChemoCentryx, he served in a number of roles at Actelion Pharmaceuticals, including President of the U.S. division. Before taking that role, Mr. Fairey developed Actelions Asia-Pacific business, creating new opportunities in China, Taiwan, and Southeast Asia, and chaired the Board of Directors for Actelion China. He was also President of Actelion Canada and as Vice President, Sales and Managed Markets, one of the founding members of the U.S. executive team.
I am excited to join Mirums Board to champion and help to grow what is already a strong and capable organization with a proven commitment to developing life-changing medicines, said William C. Fairey. I look forward to supporting Mirums efforts as they prepare for the potential launch of their first medication in the U.S., and as they expand their reach to the rare disease communities globally.
About Mirum Pharmaceuticals, Inc.
Mirum Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company focused on the development and commercialization of a late-stage pipeline of novel therapies for debilitating liver diseases. Mirums lead product candidate, maralixibat, is an investigational oral drug in development for Alagille syndrome (ALGS), progressive familial intrahepatic cholestasis (PFIC), and biliary atresia. Mirum has submitted an NDA for maralixibat in the treatment of cholestatic pruritus in patients with ALGS. The NDA has been accepted for priority review by the FDA with a PDUFA action date of September 29, 2021. Additionally, Mirums marketing authorization application for the treatment of pediatric patients with PFIC2 has been accepted for review (validated) by the European Medicines Agency. Mirum is also developing volixibat, also an oral ASBT-inhibitor, in primary sclerosing cholangitis, intrahepatic cholestasis of pregnancy, and primary biliary cholangitis. For more information, visit MirumPharma.com.
To augment its pipeline in cholestatic liver disease, Mirum has acquired the exclusive option to develop and commercialize gene therapy programs VTX-803 and VTX-802 for PFIC3 and PFIC2, respectively, from Vivet Therapeutics SAS, following preclinical evaluation and investigational new drug-enabling studies.
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Statements contained in this press release regarding matters that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding, among other things, the regulatory approval pathway for maralixibat. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as will, could, would, potential and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon Mirums current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, risks and uncertainties associated with Mirums business in general, the impact of the COVID-19 pandemic, and the other risks described in Mirums filings with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on managements assumptions and estimates as of such date. Mirum undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
Ian Clements, Ph.D.