Item 5.02. Departure of Directors or Certain Officers; Election of Directors.
On January 5, 2021, upon the recommendation of the Nominating and Corporate
Governance Committee of the Board, the Board appointed Selwyn M. Vickers, M.D.,
to join the Board, effective as of January 5, 2021. Dr. Vickers will serve as a
Class I director until his term expires at the 2021 annual meeting of
stockholders at which time he will stand for election by the Company's
stockholders. The Board determined that Dr. Vickers is independent under the
listing standards of Nasdaq. Dr. Vickers was also appointed to serve on the
Audit Committee of the Board. The Board has determined that Dr. Vickers meets
the requirements for independence of audit committee members under the
applicable listing standards of Nasdaq and the Securities Exchange Act of 1934,
as amended. Effective as of January 5, 2021, the Audit Committee of the Board is
composed of Dr. Vickers, Peter Wirth, J.D., Marsha Fanucci and Wayne A.I.
Frederick, M.D. The composition of the Compensation Committee and the Nominating
and Corporate Governance Committee remains unchanged.
As a non-employee director, Dr. Vickers will receive cash compensation and an
equity award for his Board service in accordance with the Company's Amended and
Restated Non-Employee Director Compensation Policy. Dr. Vickers is not a party
to any transaction with the Company that would require disclosure under Item
404(a) of Regulation S-K, and there are no arrangements or understandings
between Dr. Vickers and any other persons pursuant to which he was selected as a
director. In addition, Dr. Vickers has entered into an indemnification agreement
with the Company consistent with the form of indemnification agreement entered
into between the Company and its existing non-employee directors.
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