Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 17, 2022, based upon the recommendation of the Nominating and Corporate
Governance Committee of the Board of Directors (the "Board") of Theseus
Pharmaceuticals, Inc. (the "Company"), the Board expanded the size of the Board
from five to six directors and appointed Donald J. Hayden, Jr. to the Board as a
Class III director, to serve until the annual meeting of stockholders held in
2024 or until his successor is duly elected and qualified, effective
immediately. A copy of the press release announcing the appointment of
Mr. Hayden is attached as Exhibit 99.1 and incorporated herein by reference.
Pursuant to the Company's non-employee director compensation policy, Mr. Hayden
was granted a stock option to purchase 60,000 shares of the Company's common
stock. The stock option will vest monthly over 36 months, subject to
Mr. Hayden's continuous service through the applicable vesting date. Mr. Hayden
will also receive an annual fee of $35,000 for service as a director. In
addition, Mr. Hayden will be eligible to receive, upon the conclusion of each
annual meeting of stockholders, starting with the annual meeting of stockholders
held in 2023, a stock option grant to purchase 30,000 shares of common stock.
The stock option will vest in full on the earlier of (i) the one-year
anniversary of the date of grant or (ii) the day prior to the date of the annual
meeting of stockholders next following the date the annual equity award is
granted, in each case, subject to Mr. Hayden's continuous service through the
applicable vesting date. The Company's non-employee director compensation policy
is described in further detail in the Company's Proxy Statement for its 2022
Annual Meeting of Stockholders filed with the Securities and Exchange Commission
on April 25, 2022 pursuant to Section 14(a) of the Securities Exchange Act of
1934, as amended.
Mr. Hayden and the Company also entered into an indemnification agreement
requiring the Company to indemnify him to the fullest extent permitted under
Delaware law with respect to his service as a director. The indemnification
agreement will be in the form entered into with the Company's other directors
and executive officers. This form is attached hereto as Exhibit 99.2.
There are no transactions between Mr. Hayden and the Company that would be
reportable under Item 404(a) of Regulation S-K, and no arrangements or
understandings with any persons pursuant to which he was selected as a director.
The Board has determined that Mr. Hayden is an independent director in
accordance with applicable rules of the Securities and Exchange Act of 1934, as
amended, and the listing standards of The Nasdaq Stock Market.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
No. Description of Exhibit
99.1 Press release issued by Theseus Pharmaceuticals, Inc. on May 18, 2022
99.2 Form of Indemnification Agreement (incorporated by reference to Exhibit
10.1 to Amendment No. 1 to Theseus Pharmaceuticals, Inc.'s Registration
Statement on Form S-1 (SEC File No. 333-259549) filed with the SEC on
September 30, 2021).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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