Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 1, 2021, Gritstone bio, Inc. (the "Company") announced the appointments
of Shefali Agarwal, M.D., M.P.H. and Naiyer A. Rizvi, M.D. to the Board of
Directors of the Company effective on June 1, 2021. Dr. Rizvi was appointed to
serve as a Class I director with a term expiring at the Company's 2022 Annual
Meeting of Stockholders. Dr. Agarwal was appointed as a Class II director with a
term expiring at the Company's 2023 Annual Meeting of Stockholders. In addition,
the Company announced the resignations of Tom Woiwode, Ph.D. and Nicholas Simon,
directors of the Company since 2015, from the Board. Dr. Woiwode and Mr. Simon
notified the Company of their intention to resign from the Board on May 28,
2021, effective as of June 1, 2021. The resignations of Dr. Woiwode and
Mr. Simon were 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. Mr. Simon's resignation was to focus on his senior management role
within Blackstone Life Sciences. Dr. Woiwode's resignation was to focus on his
Managing Director role within Versant Ventures.
In connection with resignations of Mr. Simon and Dr. Woiwode, Dr. Rizvi was
appointed to the Audit Committee of the Board to fill Mr. Simon's seat and
Dr. Agarwal was appointed to the Compensation Committee of the Board to fill
Dr. Woiwode's seat.
As provided in the Company's Non-Employee Director Compensation Program (as
amended, the "Director Compensation Program"), Drs. Agarwal and Rizvi 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 their appointment, Drs. Agarwal and Rizvi
were each automatically granted an option to purchase 25,000 shares of the
Company's common stock (the "Initial Option") pursuant to the Company's 2018
Incentive Award Plan (the "2020 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 of a
share of the Company's common stock on the grant date. The Company also entered
into the Company's standard indemnification agreement with each of Drs. Agarwal
and Rizvi.
There are no arrangements or understandings between either Dr. Agarwal or
Dr. Rizvi, on the one hand, and any other persons, on the other hand, pursuant
to which either Dr. Agarwal or Dr. Rizvi was selected as a director of the
Company. Neither Drs. Agarwal and Rizvi is a party to any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses