Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 17, 2021, Gritstone bio, Inc. (the "Company") announced the
appointment of Clare Fisher to the Board of Directors of the Company, effective
as of January 1, 2022. Ms. Fisher is being appointed to serve as a Class III
director with a term expiring at the Company's 2024 Annual Meeting of
Stockholders. In addition, the Company announced the resignation of Judith Li,
director of the Company since 2017, from the Board. Ms. Li notified the Company
of her intention to resign from the Board on December 14, 2021, effective as of
January 1, 2022. The resignation of Ms. Li was not the result of any dispute or
disagreement with the Company or the Board on any matter relating to the
operations, policies or practices of the Company. Ms. Li's resignation was to
focus on her role as a partner at Lilly Asia Ventures. In connection with the
resignation of Ms. Li, Ms. Fisher was appointed to the Nominating and Corporate
Governance Committee of the Board to fill Ms. Li's seat, effective as of January
1, 2022. The Board also decided that Elaine V. Jones, Ph.D., Chair of the Board
of Directors of the Company, will serve as Chair of the Nominating and Corporate
Governance Committee of the Board, effective as of January 1, 2022.
As provided in the Company's Non-Employee Director Compensation Program (as
amended, the "Director Compensation Program"), Ms. Fisher will receive an annual
cash retainer of $40,000 per year and additional annual retainers for committee
service as described in the Company's Definitive Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on April 23, 2021 (the "2021
Proxy Statement"). Under the Director Compensation Program, upon the
effectiveness of her appointment, Ms. Fisher will automatically be granted an
option to purchase 38,000 shares of the Company's common stock (the "Initial
Option") pursuant to the Company's 2018 Incentive Award Plan (as amended from
time to time in accordance with its terms, the "Incentive Award Plan"). The
Initial Option will vest in substantially equal monthly installments for three
years from the date of grant, subject to continued service through each
applicable vesting date. The exercise price per share of the Initial Option is
equal to the Fair Market Value (as such term is defined in the Incentive Award
Plan) of a share of the Company's common stock determined pursuant to the
Incentive Award Plan. Ms. Fisher is also expected to enter into the Company's
standard indemnification agreement.
There are no arrangements or understandings between Ms. Fisher and any other
persons pursuant to which she was selected as a director of the Company. Ms.
Fisher is not a party to any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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