Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Director.
On September 15, 2020, the Board of Directors (the "Board") of Acceleron Pharma
Inc. (the "Company"), upon the recommendation of the Board's Nominating and
Corporate Governance Committee, elected Laura J. Hamill to the Board as a Class
I Director and to serve on the Compensation Committee. Class I Directors' terms
expire at the 2023 annual meeting of stockholders. In connection with her
election as a director, the Company granted Ms. Hamill an option to purchase
such number of shares of the Company's common stock with an aggregate grant date
fair value equal to approximately $500,000 using the Company's current
Black-Scholes valuation model, with an exercise price equal to the closing price
of the Company's common stock on the Nasdaq Global Market on September 15, 2020.
Consistent with the Company's non-employee director compensation policy, Ms.
Hamill will be eligible to receive annual cash retainer fees of $47,000 for
service on the Board and $7,500 for service on the Compensation Committee, an
annual stock option grant to purchase such number of shares of the Company's
common stock with an aggregate grant date fair value equal to approximately
$217,000 using the Company's then current Black-Scholes valuation model, with an
exercise price equal to the closing price of the Company's common stock on the
date of grant, and an annual restricted stock unit grant of such number of
restricted stock units equal to approximately $73,000 divided by the fair market
value of a share of the Company's common stock on the date of grant of the
award. Ms. Hamill has also entered into a customary indemnification agreement
with the Company.
There is no arrangement or understanding between Ms. Hamill and any other person
pursuant to which Ms. Hamill was elected as a director. Except as described
herein, there are no existing or currently proposed transactions to which the
Company or any of its subsidiaries is a party and in which Ms. Hamill has a
direct or indirect material interest. There are no family relationships between
Ms. Hamill and any of the directors or officers of the Company or any of its
subsidiaries.
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ACCELERON PHARMA INC. 
