Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On April 20, 2023, we appointed Roger Dansey, M.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 2024. Dr. Dansey's potential Board committee
appointments have not been determined as of the date of filing this report.
In accordance with our non-employee director compensation policy, Dr. Dansey
received an initial option grant to purchase 68,000 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. Dansey is also eligible to receive
an annual retainer of $40,000 for his service on the Board and an annual option
grant on the date of each of our annual stockholder meetings. Dr. Dansey's
annual option grant at our 2023 annual meeting of stockholders will be prorated
in accordance with our non-employee director compensation policy.
We have also entered into our standard form of indemnity agreement for directors
and officers with Dr. Dansey
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