Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) Resignation of Director
On November 17, 2021, JeenJoo Kang, Ph.D., submitted her resignation as a
director of Tenaya Therapeutics, Inc. (the "Company"). Dr. Kang's resignation
was voluntary and did not result from any disagreement with the Company or the
Company's Board of Directors (the "Board").
(d) Election of Director
On November 19, 2021, the Board appointed June Lee, M.D., to serve as a
Class III director, with a term expiring at the Company's 2024 annual meeting of
stockholders.
There are no arrangements or understandings between Dr. Lee and any other person
pursuant to which Dr. Lee was selected as a director. In addition, there are no
transactions in which Dr. Lee has an interest that would require disclosure
under Item 404(a) of Regulation S-K.
Dr. Lee will receive compensation for her service pursuant to the
Company's non-employee director compensation policy. This includes an annual
cash retainer of $35,000 per year for service as a non-employee director.
Additionally, as a new non-employee director, Dr. Lee was granted a stock option
to purchase shares of common stock having a grant date fair value of
approximately $320,000. This stock option vests as to 1/36th of the total number
of shares on each monthly anniversary of Dr. Lee's appointment to the Board,
subject to her continued service through the applicable vesting date. In the
event of a change in control (as defined in the Company's 2021 Equity Incentive
Plan), the stock option will vest in full, provided that Dr. Lee continues to be
a non-employee director through the date of such change in control. In addition,
Dr. Lee also executed the Company's standard form of indemnification agreement.
A copy of the press release announcing Dr. Lee's appointment as a director is
attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release of Tenaya Therapeutics, Inc., dated November 22, 2021.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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