Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 12, 2021, the Board of Directors (the "Board") of TRACON
Pharmaceuticals, Inc. (the "Company") appointed Carol Lam as a director of the
Company. Ms. Lam will serve as a Class II director, with an initial term
expiring at the Company's 2023 Annual Meeting of Stockholders. Ms. Lam will not
initially serve on any committees of the Board.
For more than a decade, Ms. Lam was Senior Vice President and deputy General
Counsel of Qualcomm Incorporated ($23.5 billion in revenues), a multinational
corporation specializing in wireless telecommunications systems and a leader in
5G technology, where she dealt with complex tax, antitrust and intellectual
property issues in China, as well as matters involving intellectual property,
privacy, employment, and antitrust laws in Europe. Ms. Lam worked hand-in-hand
with the company's government affairs team in building relationships in other
countries to create positive business environments for the company's
products. Ms. Lam currently serves as a consultant to Qualcomm.
Prior to joining Qualcomm, Ms. Lam served in an executive role in the government
as the presidentially-appointed, Senate-confirmed United States Attorney for the
Southern District of California, leading an office of more than 120 attorneys
charged with enforcing federal criminal and civil laws. Prior to her appointment
as U.S. Attorney, Ms. Lam was a Superior Court Judge and a federal prosecutor.
Past honors include the Health and Human Services Inspector General's Award for
Exceptional Achievement; the U.S. Attorney General's Award for Distinguished
Service and the U.S. Department of Justice award for Superior Performance as an
Assistant United States Attorney; California's Top 100 Attorneys and
California's Top 75 Women Litigators (Los Angeles Daily Journal); Outstanding
Attorney of the Year by the San Diego County Bar Association; the National Asian
Pacific American Bar Association's Trailblazer Award; and Legal Momentum's Women
of Achievement Award. Ms. Lam serves on the boards of Stanford University (Audit
Committee Chair), the La Jolla Symphony & Chorus (Audit Committee Chair), the
National Association of Former U.S. Attorneys, and Stanford Women on Boards.
Pursuant to the Company's non-employee director compensation policy and under
the Company's 2015 Equity Incentive Plan, Ms. Lam was granted a nonstatutory
stock option to purchase 21,000 shares of the Company's common stock in
connection with her appointment to the Board, at an exercise price equal to
$4.00, the closing market price per share of the Company's common stock on the
Nasdaq Capital Market on the date of grant, subject to vesting in three equal
annual installments measured from the date of grant. Ms. Lam will also receive
an annual cash retainer totaling $40,000 for her Board service, which is payable
quarterly. The Company also entered into its standard form of indemnification
agreement for directors and officers with Ms. Lam, which was filed as Exhibit
10.1 to the Company's Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on February 25, 2021. The Company is not aware of any
transaction involving Ms. Lam requiring disclosure under
Item 404(a) of Regulation S-K.
On October 13, 2021, the Company issued a press release announcing the
appointment of Carol Lam to the Board. A copy of this press release is furnished
as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release issued by TRACON Pharmaceuticals, Inc. on October
13, 2021 .
104 Cover page Interactive Data File (embedded within the Inline XBRL
document).
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