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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 31, 2022 (the “Effective Date”), the Board of Directors (the “Board”) of Omega Therapeutics, Inc. (the “Company”) elected Rainer J. Boehm, M.D., as a Class III director of the Company and appointed Mr. Boehm to the Board’s Audit Committee and Compensation Committee, in each case effective immediately.
Mr. Boehm is eligible to participate in the Company’s Non-Employee Director Compensation Program, including receipt of an annual retainer of $35,000 for his Board service, an additional annual retainer of $7,500 for his service as a member of the Audit Committee, an additional annual retainer of $5,000 for his service as a member of the Compensation Committee, and an initial award of an option to purchase 36,713 shares of the Company’s common stock (the “Initial Award”). The Initial Award has an exercise price equal to $4.47 per share, the fair market value of a share of the Company’s common stock on the Effective Date (the date of grant), and will vest and become exercisable in 36 substantially equal monthly installments after the Effective Date, such that the Initial Award shall be vested and exercisable as to all shares on the third anniversary of the Effective Date, subject to Mr. Boehm’s continued service with the Company. Mr. Boehm has also entered into the Company’s standard indemnification agreement for directors and officers.
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.
|OMEGA THERAPEUTICS, INC.|
|Date: September 1, 2022||By:|| |
/s/ Mahesh Karande
|President and Chief Executive Officer|