Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 5, 2022, the Board of Directors (the "Board") of the Company elected
Christine Ann Miller as a director of the Company, effective immediately. Ms.
Miller was appointed as a Class III director and will serve in accordance with
the Amended and Restated Bylaws of the Company until the 2022 annual meeting of
stockholders and thereafter until her successor is duly elected and qualified or
until her earlier death, resignation or removal. Ms. Miller was also appointed
by the Board to serve on the Nominating and Corporate Governance Committee and
the Research and Development Committee of the Board.
In addition, the Board approved an amendment (the "Amendment") to the general
compensation limits under the Company's Non-Employee Director Compensation
Policy (the "Policy"), effective January 5, 2022. Under the Amendment, the total
annual maximum base compensation, including cash and equity components (based on
a grant fair value for financial reporting purposes), for incumbent non-employee
directors was increased to $400,000 per calendar year and for newly-elected or
appointed non-employee directors, was increased to $800,000 within his or her
first calendar year of election or appointment. The foregoing is a summary of
the Amendment and is qualified by reference to the Amendment, a copy of which is
included in Exhibit 99.1 hereto.
In accordance with the Policy, Ms. Miller will receive (i) annual cash
compensation of $45,000 for her service as a director, (ii) additional annual
cash compensation $5,000 as a member of the Nominating and Corporate Governance
Committee and $5,000 as a member of the Research and Development Committee, and
(iii) reimbursement for reasonable travel and other expenses incurred in
connection with attending meetings of the Board and committees thereof. In
addition, in accordance with the Policy, on January 5, 2022, Ms. Miller was
granted (a) a stock option to purchase up to 31,000 shares of the Company's
common stock at a per share exercise price of $14.31, which was the closing
price of the Company's common stock on January 5, 2022, and (b) 15,000
restricted stock units for shares of the Company's common stock. The option will
vest monthly with respect to 1/36 of the shares underlying such option until the
third anniversary of the date of the grant and the restricted stock units will
vest annually with respect to 1/3 of the shares underlying such grant until the
third anniversary of the date of the grant, subject in each case to continued
service for the Company and the other terms and conditions of the Company's 2013
Stock Incentive Plan (the "Plan"). In accordance with the Plan, the option has a
term of ten years from the date of the grant.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
99.1 Amendment No. 3 to Non-Employee Director Compensation Policy
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