–Appoints Nancy J. Wysenski as New Lead Independent Director –
– David W. Anstice AO and Wendy L. Dixon, Ph.D. to Retire From Board –
– Files Preliminary Proxy Statement and Highlights Shareholder Engagement Efforts –
Alkermes plc announced a series of actions as part of its ongoing commitment to strong corporate governance and regular board refreshment. The company also filed its preliminary proxy statement with the U.S. Securities and Exchange Commission (SEC) in connection with its upcoming Annual General Meeting of Shareholders (the Annual Meeting). The preliminary proxy statement is available on the Investor Relations section of the company's website at www.alkermes.com.
Appointment of New Independent Director, Dr. Christopher I. Wright, With Significant Neuroscience Expertise
In connection with the company's filing of its preliminary proxy statement, the company's Board of Directors (the Board) disclosed its slate of director nominees for the Annual Meeting, which includes a new, independent director candidate, Christopher I. Wright, M.D., Ph.D., who was appointed to the Board on May 24, 2022.
Dr. Wright is a highly accomplished scientific and medical leader with nearly three decades of drug development and clinical expertise in diseases of the central nervous system. Dr. Wright currently serves as Chief Medical Officer at AavantiBio, Inc. and previously served in senior medical and clinical roles at Cyclerion Therapeutics, Inc., Ironwood Pharmaceuticals, Inc., Axcella Health Inc., and Vertex Pharmaceuticals Incorporated, where he oversaw the development of ORKAMBI® and KALYDECO®. In addition to his industry experience, Dr. Wright brings more than 20 years of experience as both a practicing, board-certified neurologist at Brigham and Women's Hospital in Boston and as an Associate Professor of Neurology at Harvard Medical School.
"I'm delighted to join Alkermes' Board as the company seeks to develop innovative medicines and focus on real-world challenges faced by people living with complex and serious neuropsychiatric diseases. Neuroscience remains an untapped frontier in medicine and I look forward to working with the Board and Alkermes' management team as they focus on advancing new medicines to help address the significant unmet needs that remain," said Dr. Wright.
"Chris brings significant and complementary expertise in the field of neuroscience to the Board. His proven success in developing and securing approval of important new therapies and his background as a practicing neurologist uniquely position him to provide valuable insights to the company as we seek to develop medicines to treat complex neurological diseases, a key focus area of our development pipeline," said Richard Pops, Chief Executive Officer of Alkermes. "The robust board refreshment efforts during the past three years reflect Alkermes' continued commitment to a strong, independent board of individuals with diverse backgrounds, expertise and skillsets that align with the company's strategic priorities of growing our commercial portfolio of proprietary products, advancing our development pipeline of neuroscience and oncology candidates, and driving profitability. Alkermes has demonstrated significant business momentum in 2021 and into 2022, as reflected by multiple quarters of strong execution against our strategic priorities, positioning us well to deliver long-term shareholder value."
Appointment of Nancy J. Wysenski as New Lead Independent Director and Retirement of Longer-Serving Directors as Part of Board Refreshment Process
As part of the Board's continued refreshment process, Nancy J. Wysenski has been appointed as Lead Independent Director, effective as of the close of the Annual Meeting. Two longer-serving directors, David W. Anstice AO, the company's current Lead Independent Director, and Wendy L. Dixon, Ph.D., will retire from the Board at the close of the Annual Meeting.
Mr. Pops stated, "We're delighted to have Nancy assume the role of Lead Independent Director, a testament to her dedication and leadership since joining the Board. On behalf of Alkermes and the Board, I would like to express our most sincere appreciation to David and Wendy for their many contributions to the company, their steadfast leadership, and their distinguished tenure on the Board. The company has benefitted greatly from their expertise and commitment to Alkermes' growth and success."
With the appointment announced today, the Board has appointed seven new independent directors since 2019, including three in the last year alone, further strengthening its expertise in targeted areas of importance. Each of the new directors appointed to the Board is independent and has no previous connections to the company or its leadership team. In addition, five longer-serving directors have retired over the course of the past three years. As a result of these significant board refreshment activities, the Board has increased the diversity of its membership and has reduced the average director tenure from approximately six years as of June 30, 2019 to approximately three years as of the close of the upcoming Annual Meeting. The recent additions to the Board include three directors appointed with the support of Elliott Investment Management L.P. — Emily Peterson Alva in May 2021, and David A. Daglio and Brian P. McKeon in December 2020 — as well as a director designated by Sarissa Capital Management (together with its affiliates, Sarissa) — Cato T. Laurencin, M.D., Ph.D. in November 2021.
In 2021, the company initiated declassification of its Board, which the company's shareholders approved and which will be completed over a three-year period. In May 2022, at an extraordinary general meeting of shareholders, the company's shareholders approved establishment of a plurality voting standard for contested director elections. These actions exemplify the company's commitment to best practices in corporate governance.
Alkermes' Engagement with Sarissa
The company's preliminary proxy statement highlights the company's extensive engagement with Sarissa since 2020, including more than 20 calls and virtual meetings as well as a recent in-person meeting, initiated by the company's Chairman of the Board, at Sarissa's offices in Greenwich, Conn.
In early January 2022, approximately six weeks after the Board appointed a director designated by Sarissa, the company received a notice from Sarissa nominating another two Sarissa director candidates for election to the Board. Consistent with the Board's nomination process, the Nominating and Corporate Governance Committee of the Board, which is composed of independent directors Drs. Dixon and Snyderman and, Sarissa designee, Dr. Laurencin, considered the qualifications of the Sarissa director nominees and, in this context, the attributes, qualifications and experience previously identified by the Board as important in order to support the long-term strategy of the company and create shareholder value. The Nominating and Corporate Governance Committee unanimously determined that the Sarissa nominees' key attributes and experience were neither additive to the Board at this time nor consistent with those attributes and experience previously identified by the Board as important in a new director nominee, and therefore not in the best interests of all shareholders. The company repeatedly offered to work with Sarissa to identify a mutually agreeable director candidate, such as Dr. Wright, possessing these desired qualifications and experience; however, Sarissa declined. Throughout the engagement, Sarissa was complimentary of the company's strategy, performance and management, including the Board's appointment of Dr. Wright to the Board. Until yesterday, when Alex Denner, Ph.D., Founder and Chief Investment Officer of Sarissa Capital, objected to the Board's director nomination process and, in particular, its decision not to recommend or appoint a Sarissa nominee as a director, Sarissa had never voiced any concerns regarding the company's governance practices. Sarissa has not once presented a plan or new ideas for the business and has instead focused entirely on its belief that it deserves to have additional directors on the Board.
About Christopher Wright, M.D., Ph.D.
Dr. Wright currently serves as the Chief Medical Officer of AavantiBio, Inc., a Cambridge, Mass.-based company focused on developing precision gene therapies for the treatment of debilitating diseases. Prior to joining AavantiBio, Dr. Wright served as Senior Vice President, Chief Medical Officer of Cyclerion Therapeutics, Inc. (Cyclerion), where he led global development functions across therapeutic areas, and prior to that served as Senior Vice President, Chief Development Officer of Ironwood Pharmaceuticals, Inc. Earlier in his career, Dr. Wright served as Senior Vice President, Chief Medical Officer of Axcella Health Inc. and Senior Vice President of Global Medicines Development and Affairs at Vertex Pharmaceuticals Incorporated (Vertex), where he led global development functions across therapeutic areas, including clinical development and operations, regulatory and medical affairs, and pharmacovigilance. In his role at Vertex, Dr. Wright directly oversaw the successful submission of medications for approval to the FDA, EMA and other regulatory bodies. Dr. Wright currently serves as a Scientific Advisor for Cyclerion.Dr. Wright was an Associate Professor of Neurology at Harvard Medical School and a practicing, board-certified neurologist at Brigham and Women's Hospital for 20 years. Dr. Wright earned his A.B., Magna Cum Laude, in Biochemical Sciences from Harvard University and his M.D., Magna Cum Laude, in Medicine and Neuroscience from Harvard Medical School. Later, he earned his Ph.D. in Neuroanatomy from Vrije Universiteit and his MMSc. in Clinical Investigation from Harvard Medical School.
Source: Alkermes plc
