The Nominating and Corporate Governance Committee of the Board of Directors (the "Nominating Committee") of Zafgen, Inc. (the "Company") on behalf of the Board of Directors (the "Board") is responsible for identifying individuals qualified to become board members, consistent with criteria approved by the Board, and recommending that the Board select the director nominees for election at each annual meeting of stockholders. The Nominating Committee is also responsible for developing and recommending to the Board a set of corporate governance guidelines applicable to the Company, periodically reviewing such guidelines and recommending any changes thereto, and overseeing the evaluation of the Board and management.
The number of individuals serving on the Nominating Committee shall be fixed by the Board from time to time but shall consist of no fewer than two 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 members of the Nominating 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 the Director from the Board, for whatever reason, shall automatically constitute resignation or removal, as applicable, from the Nominating Committee. Vacancies occurring, for whatever reason, may be filled by the Board. The Board shall designate one member of the Nominating Committee to serve as Chairperson of the Nominating Committee.
The Nominating Committee generally is to meet such number of times per year, in person or by telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other, as it determines appropriate to carry out its responsibilities. A majority of the members of the Nominating Committee shall constitute a quorum for purposes of holding a meeting and the Nominating Committee may act by a vote of a majority of members present at such meeting. In lieu of a meeting, the Nominating Committee may act by unanimous written consent.
The Nominating Committee's purpose and responsibilities shall be to:
ADOPTED: May 6, 2014
EFFECTIVE: June 18, 2014
Dr. Barrett joined Atlas Venture in 2002, and currently serves as a partner in the life sciences group. Previously, he was a co-founder, executive vice president and chief business officer of Celera Genomics, which announced the first successful sequencing of the human genome just 2 years after its founding in 1998. Dr. Barrett helped launch Celera as a publicly traded entity in 1999. He led Celera's strategic alliances and acquisitions and participated in raising nearly $1 billion in capital for the company. Prior to Celera, Dr. Barrett held senior management positions at The Perkin-Elmer Corporation, most recently serving as vice president, corporate planning and business development. Dr. Barrett is currently vice chairman of the advisory council of the Barnett Institute of Chemical and Biological Analysis at Northeastern University, as well as adjunct professor at the Barnett Institute. He also serves as president of the Autism Consortium, a non-profit institution. Dr. Barrett received his B.S. in chemistry from Lowell Technological Institute (now known as the University of Massachusetts, Lowell) and his Ph.D. in analytical chemistry from Northeastern University. He also completed Harvard Business School's Management Development Program.
Rob Perez is a biopharmaceutical operating executive with more than 25 years of experience in the industry. He is currently the founder and Managing Partner of Vineyard Sound Advisors, LLC.
Previously, he was the Chief Executive Officer of Cubist Pharmaceuticals, Inc., a public pharmaceutical development company, when the company was acquired by Merck in January 2015. He joined Cubist in August 2003 as Senior Vice President, Sales and Marketing, and led the launch of Cubicin® (daptomycin for injection).
He also served as Executive Vice President and Chief Operating Officer, and President prior to becoming CEO. Before joining Cubist, he served as Vice President of Biogen, Inc.’s US CNS business unit, where he was responsible for commercial leadership of an $800 million business. He joined Biogen in 1995, and was one of the architects of the commercial model that launched the company’s first commercial product, AVONEX®.
Prior to Biogen, Mr. Perez held various sales and marketing positions at Zeneca Pharmaceuticals. Mr. Perez currently serves as a member of the board of directors of public companies such as AMAG Pharmaceuticals, Inc., Cidara Therapeutics, Inc., and Flex Pharma, Inc.
Mr. Perez is also a member of the board of directors of the Biomedical Science Careers Program, a member of the Board of Advisors of Citizen Schools of Massachusetts, a member of the Board of Trustees at The Dana Farber Cancer Institute, Inc., and a member of the Board of College Bound Dorchester.
Mr. Perez received a B.S. in business from California State University, Los Angeles and an M.B.A. from the Anderson Graduate School of Management at the University of California, Los Angeles.