Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Benjamin Hickey
On December 9, 2021, the board of directors (the "Board") of Surface Oncology,
Inc. (the "Company") appointed Benjamin Hickey as a member of the Company's
Board and as a member of the Audit Committee of the Board, effective
immediately. Mr. Hickey will serve as a Class II director, to serve until the
Company's annual meeting of stockholders in 2023 and until his successor is duly
elected and qualified, or until his earlier resignation or removal.
Mr. Hickey has over 20 years of industry experience and is currently the chief
commercial officer of Mirati Therapeutics, where he oversees all aspects of
global commercialization, including pricing and access, sales & marketing,
medical affairs, portfolio planning and patient advocacy. Prior to Mirati,
Mr. Hickey was senior vice president and chief commercial officer at Halozyme
Therapeutics, responsible for global commercial strategy for the company's
oncology portfolio. He spent 17 years in roles of increasing responsibility at
Bristol-Myers Squibb, including vice president of marketing, immuno-oncology,
where he oversaw the commercialization of YERVOY®. Mr. Hickey received both his
MBA and bachelor's degree in management from St. John's University in New York.
The Board believes Mr. Hickey's extensive experience in the life science
industry qualifies him to serve as a director of the Board.
Mr. Hickey will be compensated for his service as a non-employee director
pursuant to the Company's Non-Employee Director Compensation Policy and will
receive an initial option award to purchase 24,000 shares of the Company's
common stock pursuant to the Company's 2018 Stock Option and Incentive Plan (the
"Plan").
As a non-employee director, Mr. Hickey is also entitled to receive an annual
cash retainer of $40,000 as a member of the Board and an additional annual cash
retainer of $7,500 as a member of the Audit Committee of the Board.
The Company also entered into an indemnification agreement with Mr. Hickey in
connection with his appointment to the Board, which is in substantially the same
form as that entered into with the other directors of the Company. There are no
other arrangements or understandings between Mr. Hickey and any other persons
pursuant to which he was selected as a director, and Mr. Hickey has no family
relationships with any of the executive officers or directors of the Company.
Additionally, Mr. Hickey has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of Denice Torres as Board Chair
In addition, on December 9, 2021, the Board appointed Denice Torres, a member of
the Board and the Company's Lead Independent Director, as Chair of the Board,
effective immediately.
As a non-employee director, pursuant to the Company's Non-Employee Director
Compensation Policy, Ms. Torres previously received an initial option award to
purchase 36,000 shares of the Company's common stock pursuant to the Plan, and
will receive an additional option award to purchase 12,000 shares of the
Company's common stock pursuant to the Plan in connection with her appointment
as Chair of the Board. Ms. Torres is entitled to receive an annual cash retainer
of $40,000 as a member of the Board, and an additional cash retainer of $5,000
as a member of the Compensation Committee of the Board. In connection with her
appointment as Chair of the Board, Ms. Torres will be entitled to an additional
annual cash retainer of $30,000.
In connection with the appointments of Mr. Hickey to the Company's Board and
Ms. Torres as Chair of the Board, the Company issued a press release on
December 15, 2021, a copy of which is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press release issued by Surface Oncology, Inc. on December 15, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses