Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 8, 2021, Nancy Thornberry was appointed to the Board of Directors (the "Board") of Denali Therapeutics Inc. (the "Company"). Ms. Thornberry will serve as a Class I director, with a term expiring at the Company's 2021 annual meeting of the stockholders.

In accordance with the Company's outside director compensation policy (the "policy"), Ms. Thornberry will receive annual cash compensation of $40,000 for her services as a member of the Board, payable quarterly in arrears on a pro-rata basis, and on January 8, 2020, Ms. Thornberry was automatically granted an initial award of a nonstatutory stock option to purchase shares of the Company's common stock and an initial award RSU together having an aggregate company-assessed value of approximately $600,000. 60% of the value of the initial awards is in nonstatutory stock options (the "Initial Option"), while the remaining 40% is in RSUs (the "Initial RSU"). For purposes of the policy, the Company values RSUs as 1 RSU for every 2 shares subject to an option. The Initial Option vests as to 25% of the shares on the one year anniversary of the grant date and as to 1/48th of the shares on each monthly anniversary of the grant date thereafter, provided that she remains a non-employee director through the applicable vesting date. The Initial RSU award vests over a four-year period, with 1/4th of the shares vesting on each anniversary of the grant date (or, for the last tranche that otherwise would vest on the fourth anniversary of the grant date, on such anniversary or, if earlier, on the day prior to the Company's next annual meeting of stockholders occurring after the third anniversary of the grant date), provided that she remains a non-employee director through the applicable vesting date. Initial awards to Ms. Thornberry were granted under and subject to terms of the Company's 2017 Equity Incentive Plan.

Ms. Thornberry will be eligible for equity awards on the same terms as other continuing non-employee members of the Board. Currently, the policy provides that on the date of each annual meeting of stockholders, each non-employee director who has been a director for six months or more on the date of the annual meeting will automatically be granted a nonstatutory stock option to purchase shares of the Company's common stock and an initial award RSU together having an aggregate company-assessed value of approximately $350,000. 60% of the value of the initial awards will be in nonstatutory stock options (the "Annual Option"), while the remaining 40% will be in RSUs (the "Annual RSU"). Each Annual Option and Annual RSU will vest fully on the earlier of the one year anniversary of the grant date or the day prior to the next annual meeting of stockholders held after the grant date, in each case provided that such director remains a non-employee director through the applicable vesting date.

Ms. Thornberry also executed the Company's standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.1 to the Company's Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-221522) filed with the Securities and Exchange Commission on December 7, 2017.

There is no arrangement or understanding between Ms. Thornberry and any other persons pursuant to which Ms. Thornberry was elected as a director. In addition, Ms. Thornberry is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On January 11, 2021, the Company issued a press release announcing Ms. Thornberry's appointment as a director. The press release is attached hereto as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.

On January 8, 2021, the Company issued a press release announcing an update on its programs and expected milestones for 2021 and the Company's participation in the JP Morgan Healthcare Conference.

A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

The information furnished in this Item 7.01 and Item 9.01 (including Exhibits 99.1 and 99.2) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.       Description
99.1                Press Release dated January 11, 2021  .
99.2                Press Release dated January     8    , 2021  .
104               Cover Page Interactive Data File (formatted as Inline XBRL)

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