Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August 20, 2021, the Board of Directors (the "Board") of Vaxart, Inc. (the
"Company") appointed Julie M. Cherrington, Ph.D., to serve on our Board until
her successor is elected and qualified, or sooner in the event of her death,
resignation, or removal. Our Board has determined that Dr. Cherrington meets the
requirements for independence under the applicable listing standards of The
Nasdaq Stock Market LLC and the Securities Exchange Act of 1934, as amended. Dr.
Cherrington was also appointed as a member of the Audit Committee of the Board
(the "Audit Committee").
Dr. Cherrington, 63, has served since September 2020 as the Chief Executive
Officer of QUE Oncology ("QUE"), a clinical stage company developing novel
non-hormonal treatments for vasomotor symptoms in postmenopausal women and
cancer patients receiving hormone therapy. Dr. Cherrington is a member of the
Scientific Advisory Board of the Clearity Foundation and is an advisor in
entrepreneurship initiatives at the California Life Sciences Institute,
University of California, San Francisco, University of California, Davis, and
Equalize 2020 and 2021. Currently, she serves on the boards of directors of
KisoJi Biotechnology, Sardona Therapeutics, Rakovina Therapeutics, QUE Oncology,
and Mirati Therapeutics. Previously, Dr. Cherrington served as President and
Chief Executive Officer at various oncology companies, including Arch Oncology,
Revitope Oncology, Zenith Epigenetics, and Pathway Therapeutics. In addition,
she served as President and Executive Vice President of R&D at Phenomix
Corporation, a diabetes and antiviral company. Dr. Cherrington holds a B.S. in
biology and an M.S. in microbiology from the University of California, Davis.
She earned a Ph.D. in microbiology and immunology from the University of
Minnesota and Stanford University. She completed a postdoctoral fellowship at
the University of California, San Francisco.
Dr. Cherrington will be entitled to receive cash and equity compensation for her
service on our Board and committees thereof in the standard amounts previously
approved by our Board. She will receive a pro rata portion of an annual cash
retainer for serving on the Board ($40,000) and a pro rata portion of an annual
cash retainer for serving as a member of the Audit Committee ($7,500). Retainers
are paid on a quarterly basis in the first week of the following quarter.
On August 20, 2021, the Board, upon recommendation of the Compensation
Committee, approved a grant of a time-based stock option to Dr. Cherrington
covering a total of 65,700 shares of common stock, which shall vest in three
equal annual installments over three years, and shall have a per share exercise
price equal to the closing price of the shares on the date of grant.
Dr. Cherrington also entered into our standard form of indemnification
agreement, the form of which is filed as Exhibit 10.3 to our Current Report
on Form 8-K (File No. 001-35285), filed with the U.S. Securities and Exchange
Commission on February 20, 2018.
There are no arrangements or understandings between Dr. Cherrington and any
other persons, pursuant to which she was appointed as a member of our Board.
There are no family relationships between Dr. Cherrington and any of our
directors or executive officers. Dr. Cherrington is not a party to any current
or proposed transaction with us for which disclosure is required under Item
404(a) of Regulation S-K.
On August 23, 2021, the Company issued a press release announcing the
appointment of Dr. Cherrington as a director. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release, dated August 23, 2021 .
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