Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
On August 6, 2021, the Board of Directors (the "Board") of XOMA Corporation (the
"Company" or "XOMA") increased the size of the Board from seven to eight
directors and, upon the recommendation of the Nominating and Corporate
Governance Committee of the Board, elected Heather Franklin, Chief Executive
Officer of Blaze Bioscience, Inc. to the Board, effective August 6, 2021.
Ms. Franklin will be compensated for her service on the Board in accordance with
the Company's Director Compensation Policy, as currently in effect. In
connection with her election to the Board, Ms. Franklin was granted
a non-statutory stock option to purchase 13,136 shares of the Company's Common
Stock (the "Initial Grant") under the Company's Amended and Restated 2010 Long
Term Incentive and Stock Award Plan (the "Plan"), with an exercise price equal
to the fair market value of the Company's Common Stock on the date of grant. The
shares subject to the Initial Grant will vest in equal monthly installments
measured from the date of grant over the period of three years, such that the
Initial Grant will be fully vested on the three-year anniversary of the date of
grant, subject to Ms. Franklin's continued status as an Eligible Person (as
defined in the Plan). In connection with her election to the Board, Ms. Franklin
was also granted a non-statutory stock option to purchase 4,146 shares of the
Company's Common Stock (the "Pro-rated Annual Grant") under the Plan, with an
exercise price equal to the fair market value of the Company's Common Stock on
the date of grant. The shares subject to the Pro-rated Annual Grant will vest in
equal monthly installments measured from the date of grant through the earlier
of May 19, 2022 and the Company's 2022 Annual Meeting of Stockholders, subject
to Ms. Franklin's continued status as an Eligible Person.
As a non-employee director, Ms. Franklin will also be entitled to receive the
Company's standard cash compensation paid to the Company's non-employee
directors as described under "Director Compensation" in the Proxy Statement
filed by the Company with the Securities and Exchange Commission on April 8,
2021.
In connection with her appointment, it is anticipated that Ms. Franklin will
enter into an indemnification agreement with the Company substantially in the
form of the Amended and Restated Indemnification Agreement
for Non-employee Directors previously approved by the Board, which was filed as
Exhibit 10.56 to the Company's Annual Report on Form 10-K for the Fiscal Year
Ended December 31, 2020 filed with the SEC on March 10, 2021, and is
incorporated by reference herein.
Ms. Franklin was not selected by the Board to serve as a director pursuant to
any arrangement or understanding with any person. Ms. Franklin has not engaged
in any transaction that would be reportable as a related party transaction under
Item 404(a) of Regulation S-K.
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