Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b)(d)
On January 25, 2021, we appointed Marianne De Backer, Ph.D., to our Board of
Directors (the "Board") as a Class I director with a term ending at our annual
meeting of stockholders to be held in 2021. Dr. De Backer was also appointed as
a member of the Compensation Committee of the Board. Also on January 25, 2021,
Rebecka Belldegrun, M.D. resigned from the Board. Dr. Belldegrun's resignation
was not the result of any disagreement with us on any matter related to our
operations, policies or practices.
In accordance with our non-employee director compensation policy, Dr. De Backer
received an initial option grant to purchase 41,200 shares of our common stock.
The option vests in a series of three annual installments over the three-year
period measured from the date of grant. Dr. De Backer is also eligible to
receive an annual retainer of $35,000 for her service on the Board, an
additional annual retainer of $5,000 for her service on the Compensation
Committee of the Board, and an annual option grant on the date of each of our
annual stockholder meetings.
We have also entered into our standard form of indemnity agreement for directors
and officers with Dr. De Backer.
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