Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On September 18, 2017, Richard Kusserow resigned from the board of directors (the “Board”) of NantKwest, Inc. (the
“Company”) effective immediately. The Board will continue to qualify as “independent” under NASDAQ listing standards following his resignation. Mr. Kusserow’s resignation was not the result of any disagreement with the
Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Director
On September 18, 2017, the Board appointed Frederick W. Driscoll to the Board, effective immediately, with a term expiring at the
Company’s 2018 annual meeting of stockholders. Mr. Driscoll will also serve on the audit committee of the Board.
Since 2013,
Mr. Driscoll, age 66, has served as Chief Financial Officer at Flexion Therapeutics, Inc., a publicly traded specialty pharmaceutical company. Prior to Flexion, he was Chief Financial Officer at Novavax, Inc., a publicly traded
biopharmaceutical company, from 2009 to 2013. From 2008 to 2009, Mr. Driscoll served as Chief Executive Officer of Genelabs Technologies, Inc., a publicly traded biopharmaceutical and diagnostics company later acquired by GlaxoSmithKline. He
previously served as Genelabs’ Chief Financial Officer from 2007 to 2008. From 2000 to 2006, Mr. Driscoll served as Chief Executive Officer at OXiGENE, Inc., a biopharmaceutical company. Mr. Driscoll has also served as Chairman of the
Board and Audit Committee Chair at OXiGENE and as a member of the Audit Committee for Cynapsus Therapeutics, Inc., which was sold to Sunovion Pharmaceuticals in 2016. Mr. Driscoll earned a Bachelor’s degree in accounting and finance from
Bentley University.
In accordance with the Company’s outside director compensation policy (the “Outside Director Compensation
Policy”), Mr. Driscoll was granted a restricted stock unit award (the “RSU”) on September 18, 2017 with a value of $325,000, vesting monthly over a three year period, in each case subject to Mr. Driscoll’s
continued service to the Company. The RSU is subject to the terms and conditions of the Company’s 2015 Equity Incentive Plan and the related RSU agreement. Mr. Driscoll will also be eligible for equity award grants on the same terms as
other
non-employee
members of the Board, including an annual grant of RSUs for continuing directors with a value of $100,000, vesting on the 1 year anniversary of the grant, provided that such
non-employee
director continues to serve as a service provider through the applicable vesting date.
Furthermore, Mr. Driscoll is entitled to receive cash compensation in accordance with the terms and conditions of the Company’s
Outside Director Compensation Policy. Under the Outside Director Compensation Policy, each
non-employee
director receives cash compensation of $50,000 annually for service as a Board member; $10,000 per year
additionally for service as an audit committee member; $7,500 per year additionally for service as a member of the other committees; $10,000 per year additionally for service as chairman of the audit committee; and $7,500 per year additionally for
service as chairman of the other committees. We will also reimburse Mr. Driscoll for all reasonable expenses in connection with his services to us.
Mr. Driscoll executed the Company’s standard form of indemnification agreement, which form has been filed as Exhibit 10.1 to the
Company’s Registration Statement on Form
S-1
(File No. 333- 205124) filed with the Securities and Exchange Commission on June 19, 2015, and is incorporated herein in its entirety by reference.
There is no arrangement or understanding between Mr. Driscoll and any other persons pursuant to which Mr. Driscoll was selected
as a director. In addition, Mr. Driscoll is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation
S-K.