Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 17, 2021, the Board of Directors (the "Board") of Global Blood
Therapeutics, Inc. (the "Company") appointed Alexis A. Thompson, M.D., M.P.H.,
to the Board as a Class I director. Dr. Thompson was appointed to a newly
created vacancy resulting from an increase in the size of the Board from nine to
ten directors. She will serve on the Board's research and development (R&D)
committee.
A board-certified pediatric hematologist, Dr. Thompson is head of the Hematology
Section and director of the Comprehensive Thalassemia Program at the Ann and
Robert H. Lurie Children's Hospital of Chicago, where she also serves as the A.
Watson and Sarah Armour Endowed Chair for Childhood Cancer and Blood Disorders.
In addition, Dr. Thompson is associate director for equity and minority health
at the Robert H. Lurie Cancer Center and Northwestern University Feinberg School
of Medicine. She has served on national advisory committees for governmental
agencies as well as non-profit organizations focused on improving healthcare
access, increasing workforce diversity and reducing health disparities. In 2018,
Dr. Thompson served as president of the American Society of Hematology (ASH) and
continues to serve on ASH's Sickle Cell Disease Task Force.
Dr. Thompson is an investigator on multicenter clinical trials as well as her
own institutional clinical studies in SCD and thalassemia. She has been a leader
in multicenter collaborations, such as the National Heart, Lung, and Blood
Institute's Sickle Cell Disease Implementation Consortium, and has received
numerous awards recognizing her expertise in teaching and clinical care. Dr.
Thompson received her medical degree from Tulane University, earned her master's
in public health degree from University of California, Los Angeles, and
completed her postgraduate training at Children's Hospital Los Angeles and the
Children's Hospital of Philadelphia (CHOP).
Upon Dr. Thompson's appointment to the Board, and based on the recommendation of
the Board's Compensation Committee, the Board approved the grant to Dr. Thompson
of the following equity awards on March 17, 2021: (i) an option to purchase
11,200 shares of the Company's common stock at a per share exercise price of
$44.28, the closing price of the Company's common stock on the NASDAQ Global
Select Market on the grant date, and (ii) an award of restricted stock units
covering 7,200 shares of the Company's common stock. The option will vest in 36
equal monthly installments over a period of three years from March 17, 2021, and
the restricted stock units will vest in three equal annual installments over a
period of three years from March 17, 2021, both subject to Dr. Thompson's
continued service on the Board. Dr. Thompson will also be eligible to receive
annual equity awards as well as cash retainers in accordance with the Company's
Non-Employee Director Compensation Policy, as in effect from time to time, so
long as she continues to serve on the Board. A copy of the Non-Employee Director
Compensation Policy is filed as Exhibit 10.16 to the Company's Annual Report on
Form 10-K for the annual period ended December 31, 2020, as filed with the SEC
on February 24, 2021.
Dr. Thompson 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. Thompson and any other persons
pursuant to which Dr. Thompson was selected as a director.
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