Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 23, 2021, Elizabeth A. Garofalo, M.D. was appointed to the Board of
Directors (the "Board") of Alector, Inc. (the "Company"). Dr. Garofalo will
serve as a Class II director, with a term expiring at the Company's 2023 annual
meeting of the stockholders. The Board will determine Dr. Garofalo's committee
assignment at a later date.
Dr. Garofalo, 64, has served as the Principal for EAG Pharma Consulting LLC
since 2016. Prior to that, Dr. Garofalo served in numerous leadership roles
including as Senior Vice President and Global Head of Clinical Development and
member of the Novartis Global Development Leadership Team. In addition, she
served as the Chair of the Novartis Portfolio Stewardship Board and Co-Head of
the Novartis Neuroscience Franchise. Prior to that, she was Vice President and
Head of the Neuroscience Therapy Area at Astellas. She started her career at
Parke-Davis/Pfizer where she had jobs of increasing responsibility including Ann
Arbor Site Head of Neuroscience and Ann Arbor Site Head of Worldwide Regulatory
Affairs. Since September 2020, Dr. Garofalo has served as a member of the board
of Acadia Pharmaceuticals Inc. Further, since March 2021, she has served as a
member of the board and member of the Audit Committee of Exicure Inc. and since
June 2021 as a member of the board of Xenon Pharmaceuticals. She also serves on
the board of the Institute for Advanced Clinical Trials in Children and is the
Chair of the Business Advisory Board for the Epilepsy Foundation of America. She
earned her M.D. from the Indiana University School of Medicine where she
completed her pediatric residency. She completed fellowships in pediatric
neurology and epilepsy at the University of Michigan Medical School.
Dr. Garofalo will be compensated in accordance with the Company's Outside
Director Compensation Policy for non-employee directors (the "Policy"). Pursuant
to the Policy, Dr. Garofalo will be paid $40,000 per fiscal year for her service
as a director on the Board, payable quarterly in arrears on a pro-rata basis. On
September 23, 2021, Dr. Garofalo was automatically granted an option to purchase
33,235 shares of Alector common stock, which 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 service provider through the applicable vesting date. Such option will become
fully vested and exercisable immediately prior to a change in control
transaction, subject to Dr. Garofalo continuing to be a service provider through
such change in control. Dr. Garofalo will also be reimbursed for out-of-pocket
expenses incurred in connection with her attendance at Board meetings.
Dr. Garofalo will be eligible for further equity awards on the same terms as
other continuing non-employee members of the Board. Dr. Garofalo also executed
the Company's standard form of indemnification agreement, which is attached as
Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on January 7, 2019 (File No. 333-229152).
There is no arrangement or understanding between Dr. Garofalo and any other
persons pursuant to which Dr. Garofalo was elected as a director. In addition,
Dr. Garofalo 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 September 28, 2021, Alector issued a press release announcing Dr. Garofalo's
appointment to the Board. The press release is attached hereto as Exhibit 99.1.
The information included in the press release in Exhibit 99.1 shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of such
section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act of
1934, as amended.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated September 28, 2021.
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document).
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