Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2022, the Board of Directors of NGM Biopharmaceuticals, Inc. (the
"Company") approved the promotion of Siobhan Nolan Mangini, the Company's Chief
Financial Officer, to the additional position as President of the Company,
effective July 1, 2022 (the "Effective Date"). Ms. Nolan Mangini's biographical
information is set forth in the Company's Definitive Proxy Statement on Schedule
14A, filed with the Securities and Exchange Commission on April 6, 2022, and is
incorporated herein by reference. Ms. Nolan Mangini is not a party to any
transaction with any related person required to be disclosed pursuant to Item
404(a) of Regulation S-K, and there is no family relationship between Ms. Nolan
Mangini and any of the Company's directors or other executive officers.
The Company's Board of Directors also approved changes to Ms. Nolan Mangini's
compensation, effective as of the Effective Date, as follows: (i) an annual base
salary of $500,000 ("Base Salary"); (ii) an annual bonus target of 45% of base
salary to be effective for the last six months of 2022 and thereafter, until
such time, if any, that her annual bonus target is changed by the Compensation
Committee of the Company's Board of Directors or the full Board of Directors;
(iii) the grant of a stock option under the Company's Amended and Restated 2018
Equity Incentive Plan (the "Plan") to purchase 100,000 shares of the Company's
common stock (the "Option") with a grant date of the Effective Date ("Grant
Date"), with an exercise price per share of the closing sales price per share of
the Company's common stock as reported on the Nasdaq Global Select Market as of
the Grant Date, and with 1/48th of the shares subject to the Option vesting
monthly as measured from the Grant Date, provided that Ms. Nolan Mangini is then
providing Continuous Service (as defined in the Plan) to the Company as of each
such vesting date; and (iv) an increase to her severance package as provided in
her offer letter agreement with the Company, dated May 20, 2020 (the "Offer
Letter"), from six (6) months to nine (9) months of her Base Salary and COBRA
payments.
Also effective as of the Effective Date, on June 29, 2022, William J. Rieflin
was appointed by the Company's Board of Directors to the position of
Non-Executive Chairman of the Board, following Mr. Rieflin's retirement from his
position as the Company's Executive Chairman effective July 1, 2022.
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