Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 3, 2022, the board of directors of Icosavax, Inc. (the "Company")
appointed John W. Shiver, Ph.D. to the board as a Class III director, effective
immediately, with an initial term expiring at the 2024 annual meeting of
stockholders of the Company. There are no arrangements or understandings between
Dr. Shiver and any other persons pursuant to which he was selected as a
director, and there are no related person transactions (within the meaning of
Item 404(a) of Regulation S-K) between Dr. Shiver and the Company. The board has
determined that Dr. Shiver meets the applicable independence requirements of the
Nasdaq Stock Market.
In connection with his appointment to the board, Dr. Shiver received an option
to purchase 25,500 shares of common stock of the Company and 8,500 restricted
stock units, each in accordance with the Company's Non-Employee Director
Compensation Program. The awards will vest over three years, subject to
Dr. Shiver's continued service on the board through the applicable vesting
dates. Dr. Shiver will also receive cash compensation for his service on the
board in accordance with the Company's Non-Employee Director Compensation
Program. Dr. Shiver will enter into the Company's standard indemnification
agreement for directors, the form of which was filed as Exhibit 10.18 to the
Company's Registration Statement on Form S-1, initially filed with the
Securities and Exchange Commission on July 7, 2021.
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