Vertex Pharmaceuticals Incorporated was founded by Dr. Boger, who is 72 years old. He was the company’s chief executive officer from 1992 to May 2009, chairman of the board of directors from 1997 to 2006, president from the company’s founding until December 2000, director from 1989 until his retirement from the board in 2017. Dr. Boger was Senior Director of Basic Chemistry at Merck Sharp & Dohme Research Laboratories in Rahway, New Jersey, where he oversaw the Department of Biophysical Chemistry and the Department of Medicinal Chemistry of Immunology & Inflammation before he founded Vertex in 1989. Presently, Dr. Boger is the executive chairman of the board of directors of Alkeus Pharmaceuticals, Inc., a biotechnology business that is privately held and specializes in treating degenerative eye illnesses. Dr. Boger received his B.A. from Wesleyan University in philosophy and chemistry, and his M.S. and Ph.D. from Harvard University in chemistry.
We plan to grant Dr. Boger a stock option to buy 10,000 shares of the company’s common stock in conjunction with his nomination to the board. The option grant will be subject to the other terms and conditions outlined in the Company’s 2015 Equity Incentive Plan, as amended, and its standard form of option award agreement. The exercise price of the option grant will be equal to the closing price of the Company’s common stock on February 12, 2024, the anticipated grant date of the award. The option grant will vest in 36 equal monthly installments on the last calendar day of each month starting on February 29, 2024. In accordance with the Company’s non-employee director compensation policy, Dr. Boger will also receive the remaining cash and equity compensation in addition to the option grant (pro-rated as applicable to reflect the actual time Dr. Boger will serve on the Board for the year). The Company and Dr. Boger engaged into the customary form of indemnity agreement for directors and officers, which became effective upon his election to the Board.
The Board’s membership count increased from seven to eight following Dr. Boger’s election as a director of the Company. Dr. Boger’s tenure will run until the Company’s subsequent annual meeting of stockholders. Dr. Boger has declined to serve on any standing committee of the Board. Dr. Boger was not chosen as a director of the company based on any agreements or understandings with other individuals, nor is there any familial connection between Dr. Boger and any executive officer or director of the company.
