Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 12, 2021, the Board of Directors (the "Board") of Clovis Oncology, Inc.
(the "Company") increased the number of members of the Board from ten (10) to
eleven (11). The Board filled the vacancy created by the foregoing increase by
electing Dr. Ronit Simantov to serve as a member of the Board, effective as of
July 12, 2021. Dr. Simantov will serve as a Class III director. The Board has
appointed Dr. Simantov to serve on the newly created Scientific Review Committee
of the Board.
Dr. Simantov will participate in the non-employee director compensation
arrangements described in the Company's 2021 proxy statement. Under the terms of
those arrangements, Dr. Simantov will receive an annual cash retainer equal to
$50,000 and a one-time initial grant of options to purchase 83,212 shares of
common stock of the Company at an exercise price of $5.30 per share, with
one-third of the grant vesting on each of the first three annual anniversaries
of the date of grant. Dr. Simantov will also receive an annual cash retainer
equal to $5,000 for her service on the Scientific Review Committee of the Board.
In addition, the Company has entered into an indemnification agreement with
Dr. Simantov (the "Indemnification Agreement"), pursuant to which the Company
will, subject to certain exceptions, indemnify Dr. Simantov to the fullest
extent permitted by applicable law against all expenses incurred by her in
connection with any claim which she is, or is threatened to be made, a party to
by reason of her status as a director of the Company. The Indemnification
Agreement also provides for the advancement of any expenses incurred by
Dr. Simantov in connection with any such proceedings. The foregoing description
is qualified in its entirety by reference to the Indemnification Agreement, a
copy of which is attached as Exhibit 10.1 under Item 9.01 of this Form 8-K and
is incorporated herein by reference.
Ronit Simantov, M.D., age 57, has served as chief medical officer of Gamida Cell
Ltd. since July 2017. Prior to joining Gamida Cell, Dr. Simantov served as vice
president, Oncology Global Medical Affairs at Pfizer Inc., where she was
responsible for multiple oncology programs in various roles from 2011 through
July 2017. Prior to Pfizer, Dr. Simantov served as vice president of clinical
research at OSI Pharmaceuticals, as chief medical officer at CuraGen Corporation
(acquired by Celldex) where she led development of small molecules and
antibody-drug conjugates, and at Bayer HealthCare Pharmaceuticals, where she led
the phase 3 study of Nexavar® (sorafenib) resulting in the first approval of a
tyrosine kinase inhibitor in renal cell carcinoma. Prior to joining industry,
Ronit spent seven years on the academic faculty at Weill Medical College of
Cornell University, where she directed the fellowship program and conducted
angiogenesis and vascular biology research. She has authored over 40
peer-reviewed manuscripts. Dr. Simantov holds an M.D. from New York University
School of Medicine and a B.A. from Johns Hopkins University. She completed a
residency in internal medicine at New York Hospital Cornell Medical Center, and
a fellowship in hematology and oncology at Weill Cornell Medicine. The Company
believes that Dr. Simantov possesses specific attributes that qualify her to
serve on our board of directors, including her clinical development and research
background in the field of oncology, as well as her expertise reflected in her
academic experience and scientific and medical journal publications. The Board
has determined that Dr. Simantov is independent under the Nasdaq Marketplace
Rules and the Company's criteria for determining director independence.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Description
10.1 Indemnification Agreement, dated as of July 12, 2021, by and between
Clovis Oncology, Inc. and Ronit Simantov.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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