Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 11, 2022 the Board of Directors of CymaBay Therapeutics, Inc. (the
"Board") appointed Éric Lefebvre to the Board, effective as of March 21, 2022.
As a non-employee director, Dr. Lefebvre will receive compensation in accordance
with CymaBay's non-employee director compensation program. Pursuant to this
program, on March 21, 2022 (the effective date of his appointment), Dr. Lefebvre
will receive a stock option award to acquire 115,000 shares of CymaBay common
stock (with an approximate grant date fair value of $300,000), which will vest
in 36 equal monthly installments from March 21, 2022, subject to continued
service to CymaBay through such dates. He will also be eligible for an annual
cash retainer in the amount of $40,000 for his service as a member of the Board.
Dr. Lefebvre will also enter into an indemnification agreement with CymaBay
consistent with the form agreement executed with each of CymaBay's current
executive officers and directors. As of the date hereof the Board has not yet
determined upon which Board committees Dr. Lefebvre will serve.
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