Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 1, 2021, Laurence Lasky, Ph.D., resigned from the Board of Directors
(the "Board") of eFFECTOR Therapeutics, Inc. (the "Company"), effective
immediately. Dr. Lasky advised the Company that his decision to resign was not
the result of any disagreement with the Company or its management on any matter
relating to the Company's operations, policies or practices.
Additionally, on November 1, 2021, upon the recommendation of the Nominating and
Corporate Governance Committee of the Board, and pursuant to the amended and
restated bylaws of the Company, the Board appointed Barbara Klencke, M.D., to
fill the vacancy created by such resignation. Dr. Klencke will serve as a
Class III director, with an initial term expiring at the Company's 2024 annual
meeting of stockholders. In connection with such Board appointment, effective as
of November 1, 2021, Dr. Klencke was appointed to the Compensation Committee of
the Board.
Dr. Klencke has served as the Chief Medical and Chief Development Officer of
Sierra Oncology Inc., a publicly traded clinical-stage biopharmaceutical company
since 2015. Concurrently, she was an independent board member of Lexent Bio from
2017 until the company's acquisition by Foundation Medicine in 2020. From 2011
to 2015, Dr. Klencke served as SVP, Global Development, at Onyx Pharmaceuticals,
which was acquired by Amgen Inc., in 2013. She also led a variety of both early-
and late-stage oncology programs while at Genentech, Inc. from 2003 to 2011. She
completed Internal Medicine and Hematology/Oncology training at the University
of California, San Francisco and remained there as an Assistant Professor of
Medicine in Oncology focusing on clinical research from 1995 to 2002.
Dr. Klencke holds a B.S. from Indiana University and an M.D. from the University
of California, Davis.
Pursuant to the Company's non-employee director compensation program,
Dr. Klencke was granted on the date of her appointment options to purchase
40,000 shares of the Company's common stock, which vest in substantially equal
monthly installments over the three years following her appointment to the
Board. Dr. Klencke will receive cash compensation for her service on the Board
in accordance with the Company's non-employee director compensation program, as
such program may be amended from time to time. Dr. Klencke has also entered into
the Company's standard form of Indemnification Agreement, the form of which was
filed as Exhibit 10.12 to the Company's Registration Statement on Form S-4,
filed with the Securities and Exchange Commission on August 5, 2021.
There is no arrangement or understanding between Dr. Klencke and any other
person pursuant to which Dr. Klencke was appointed as a director. Dr. Klencke is
not a party to any transaction that would require disclosure under Item 404(a)
of Regulation S-K promulgated under the Securities Act of 1933, as amended. The
Board has determined that Dr. Klencke is an independent director in accordance
with the listing requirements of the Nasdaq Capital Market.
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