The Compensation Committee of the Board of Directors (the "Compensation Committee") of Zafgen, Inc. (the "Company"), on behalf of the Board of Directors (the "Board"), discharges the Board's responsibilities relating to compensation of the Company's directors and executives, oversees the Company's overall compensation structure, policies and programs, reviews the Company's processes and procedures for the consideration and determination of director and executive compensation, and is responsible for producing a report for inclusion in the Company's proxy statement relating to its annual meeting of stockholders or annual report on Form 10-K, in accordance with applicable rules and regulations. The primary objective of the Compensation Committee is to develop and implement compensation policies and plans that ensure the attraction and retention of key management personnel, the motivation of management to achieve the Company's corporate goals and strategies, and the alignment of the interests of management with the long-term interests of the Company's stockholders.
The number of individuals serving on the Compensation Committee shall be fixed by the Board from time to time but shall consist of no fewer than three members, each of whom shall satisfy the independence standards established pursuant to Rule 5605(a)(2) of the Listing Rules of the NASDAQ Stock Market LLC (the "NASDAQ Rules"), subject to any applicable exceptions contained in the NASDAQ Rules. In determining the members of the Compensation Committee, the Board will consider whether the members qualify as "non-employee directors" as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as "outside directors" as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended.
The members of the Compensation Committee shall be appointed annually by the Board and may be replaced or removed by the Board at any time, with or without cause. Resignation or removal of a Director from the Board, for whatever reason, shall automatically constitute resignation or removal, as applicable, from the Compensation Committee. Vacancies occurring, for whatever reason, may be filled by the Board. The Board shall designate one member of the Compensation Committee to serve as Chairperson of the Compensation Committee.
The Compensation Committee shall meet as often as it determines is appropriate to carry out its responsibilities, which meetings may be in person or by telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other. A majority of the members of the Compensation Committee shall constitute a quorum for purposes of holding a meeting and the Compensation Committee may act by a vote of a majority of members present at such meeting. In lieu of a meeting, the Compensation Committee may act by unanimous written consent in accordance with the Company's bylaws. The Chairperson of the Compensation Committee, in consultation with the other members and management, may set meeting agendas consistent with this Charter.
The Compensation Committee's purpose and responsibilities shall be to:
The Compensation Committee is authorized, on behalf of the Board, to do any of the following, as the Compensation Committee deems necessary or appropriate in its discretion:
ADOPTED: May 6, 2014
EFFECTIVE: June 18, 2014
Thomas O. Daniel, M.D. is currently Chairman, Celgene Research. Dr. Daniel was President, Research and Early Development, for Celgene Corporation over the preceding nine years. He previously served as Chief Scientific Officer and Director of AmbRx Inc. a privately held biotechnology company delivering unique protein based biotherapeutics, and as Vice President, Research at Amgen Inc. Prior to Amgen’s acquisition of Immunex, Dr. Daniel was Senior Vice President of Discovery Research at Immunex. He is currently a director of Juno Therapeutics, an innovator in the cellular therapy space, and serves as director of FerruMax and PharmAkea, two privately held biopharmaceutical companies. Dr. Daniel serves as a member of the Biomedical Science Advisory Board of Vanderbilt University Medical Center and is a member of the Therapeutic Advisory Board of aTyr Pharma, Inc. He also serves as co-chairman of the Biomedical Advisory Council of PhRMA. A nephrologist and former academic investigator, Dr. Daniel was previously the Hakim Professor of Medicine and Cell Biology at Vanderbilt University, and Director of the Vanderbilt Center for Vascular Biology. He conducted research supported by the NIH and the Howard Hughes Medical Institute at UC San Francisco, earned an M.D. from the University of Texas, Southwestern, and completed medical residency at Massachusetts General Hospital.
Dr. LaMattina is an experienced investor who has also overseen research, discovery and development processes on a global level for one of the industry's largest R&D organizations. He is currently a senior partner at PureTech Ventures and previously spent 30 years at Pfizer, where he held positions of increasing seniority and ultimately served as Senior Vice President, as well as President of Pfizer Global Research & Development. As Executive Vice President of Pfizer Global Research & Development, he was responsible for all aspects of Human Drug Discovery and Full Development worldwide. He also served on key decision-making bodies for worldwide Central Research, including the Development Planning Committee, the Global Development Research Committee, the Executive Leadership Team and the Research Leadership Team. Dr. LaMattina earned his Ph.D. in Organic Chemistry from the University of New Hampshire, and his B.S. in Chemistry from Boston College.
Dr. McDonough is President and Chief Executive Officer of Swedish Orphan Biovitrum AB (Sobi), a publicly traded international specialty healthcare company dedicated to rare diseases.
Dr. McDonough joined Sobi in August 2011 from Genzyme Corporation, where he held a variety of senior positions over a nine year period including Senior Vice President and General Manager of Genzyme’s Personalized Genetic Health division, $2.2B USD portfolio composed of four biological products, and later, President of Genzyme Europe, $1.8B USD portfolio composed of 17 products and 55 countries, 1500 employees.
Prior to joining Genzyme, Dr. McDonough was a pediatrician and internist at Massachusetts General Hospital in Boston. Dr. McDonough obtained his M.D. at Harvard Medical School, and has a B.Sc. in Biology and a B.A. in Philosophy from University of North Carolina at Chapel Hill.