Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 22, 2022, the Compensation Committee (the "Committee") of the Board
of Directors of ChemoCentryx, Inc. (the "Company") approved an increase to the
base salaries to be paid to the named executive officers listed below (the
"NEOs"), effective January 1, 2022 in the amount of 4% to Thomas Schall, Tausif
Butt, Susan Kanaya and Markus Cappel and 1% to Rita Jain (reflecting proration
based upon her October 5, 2021 start date as Chief Medical Officer). On
February 22, 2022, the Committee also approved cash bonuses to be paid to the
NEOs listed below for the 2021 fiscal year and approved and awarded the stock
options and restricted stock units listed below to the NEOs under the Company's
the Amended and Restated 2012 Equity Incentive Award Plan. The exercise price
per share of such stock options is $29.83, the closing price per share of the
Company's common stock on the Nasdaq Global Select Market on February 22, 2022.
Twenty-five percent of the total number of shares of common stock subject to
each NEO's option will vest on January 1, 2023, and 1/48th of the total number
of shares of common stock subject to such option will vest monthly thereafter,
subject to such NEO's continued employment or service relationship with the
Company on each such vesting date. One fourth of each of the NEO's restricted
stock unit awards will vest on January 1, 2023, and the remaining three fourths
of each of the NEO's restricted stock unit awards will vest on January 1, 2024,
January 1, 2025 and January 1, 2026, respectively, subject to such NEO's
continued employment or service relationship with the Company on each such
vesting date.
The 2021 actual cash bonus payments, stock option grants and restricted stock
unit awards are as follows:
Restricted
2021 Actual Stock Stock Unit
Name Title Cash Bonus Options Awards
Thomas J. President and Chief Executive
Schall, Ph.D. Officer $ 464,563 192,600 152,700
Tausif Butt Executive Vice President, Chief
Operating Officer $ 180,000 52,200 41,400
Rita Jain, Executive Vice President, Chief
M.D.(1) Medical Officer $ 65,625 14,700 11,600
Susan M. Kanaya Executive Vice President, Chief
Financial and Administrative
Officer and Secretary $ 298,872 75,200 59,700
Markus J. Chief Business Officer
Cappel, Ph.D. $ 175,443 51,400 40,700
(1) Dr. Jain's cash bonus and equity awards reflect proration based upon her
October 5, 2021 start date as Chief Medical Officer.
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