7 PROPOSAL 1: ELECTION OF DIRECTORS Our Board is currently composed of six individuals divided into three classes equal in number, with the term of office of one class expiring each year. On April 2, 2021, Amit D. Munshi, a Class I director, resigned from the Board. Following Mr. Munshi’s resignation, the Board reduced the number of directors from seven to six with two directors in each of Class I, Class II and Class III. On July 23, 2021, Mark Iwicki, a Class III director, resigned from the Board. Also on July 23, 2021, the Board appointed Anand Varadan to the Board, effective as of July 26, 2021, to serve as a Class III director for a term expiring at our 2023 annual meeting of stockholders or until his successor is duly elected and qualified, or his earlier death, resignation, or removal. Accordingly, this year, the Board has nominated two nominees for re-election as Class II directors: Teofilo Raad and Richard Batycky, Ph. D., whose terms will expire at the Annual Meeting. The class and current term of each director is as follows. Class and Term Expiration Directors Age Class II Teofilo Raad 52 (2022) Richard Batycky, Ph.D. 54 Class III Michael J. Higgins 59 (2023) Anand Varadan 55 Class I Todd Bazemore 51 (2024) Christopher Cabell, M.D. 53 At the Annual Meeting, our stockholders will consider and vote upon the re-election of Teofilo Raad and Richard Batycky, Ph. D., (collectively, the “Company Nominees”) to serve as Class II directors. If re-elected, these Company Nominees will serve for a three-year term that will expire at our 2025 annual meeting of stockholders. Our Board believes that all of our current directors, including the two nominees for election, possess personal and professional integrity, good judgment, a high level of ability and business acumen. If a quorum is present, the Company Nominees will be elected by a plurality of the votes cast at the Annual Meeting. Abstentions and broker non-votes have no effect on the vote. The two Company Nominees receiving the highest number of affirmative votes will be elected directors of the Company. Shares of common stock represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named below. Should any Company Nominee become unable or unwilling to accept nomination or election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person the Board may nominate or designate. Each Company Nominee has agreed to serve, if elected, and the Board has no reason to believe that any Company Nominee will be unable to serve. The biographies of the Company Nominees for Class II (for terms expiring in 2025) are as follows: Teofilo Raad. Mr. Raad was appointed Chief Executive Officer in May 2019. Prior to his appointment, he served as Pulmatrix’s Chief Business Officer and led commercial and business development efforts. He has more than 20 years of commercial healthcare and life science leadership experience and most recently served as Chief Commercial Officer at Option Care from 2013-2016, where he helped separate the specialty home infusion business unit from Walgreens to create the nation’s largest independent home infusion provider. Prior to that, he was Vice President and business unit head at Sunovion with overall responsibility for CNS and respiratory products, including assets in asthma and COPD from 2010 to 2012. During his time at Sunovion, Mr. Raad led multiple products through clinical development to commercialization and implemented new strategic alliances in the US and Japan. Earlier in his career, he also gained direct launch experience with Sporanox®, Janssen’s oral itraconazole product to treat fungal infections, and brings that experience to the Company’s lead program Pulmazole. Mr. Raad holds a BS in Business Administration from University of Colorado at Boulder and an MBA from Thunderbird Global School of Global Management. We believe that Mr. Raad has extensive business experience running the operations of biopharmaceutical companies and qualifies him to serve as a member of the Board.
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