Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) Resignations from the Board of Directors
On November 20, 2019, the following directors of Sierra Oncology, Inc. (the “Company”) notified the Board of Directors (the “Board”)
of their decision to resign from the Board, effective November 22, 2019: Tran Nguyen as a Class I director, Nicole Onetto as a Class II director, Daniel Estes as a Class II director, and Donald Parfet as a Class III director
(collectively, the “Resigning Directors”). The resignations of the Resigning Directors are not due to any disagreement with the Company.
(d)
Appointments to the Board of Directors
On November 21, 2019, the Board appointed Gaurav Aggarwal, Mona Ashiya, Josh Richardson and Andrew
Sinclair (the “New Directors”) to serve as directors in the classes indicated below, effective November 22, 2019, each for a term expiring at the annual meeting of the Company’s stockholders as indicated in the table below or
upon the earlier of such individual’s death, resignation or removal from office or the election and qualification of a successor.
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Name
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Class
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Annual Meeting
Re-Election
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Gaurav Aggarwal, M.D.
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Class I
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2022
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Mona Ashiya, Ph.D.
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Class II
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2020
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Andrew Sinclair, Ph.D.
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Class II
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2020
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Josh Richardson, M.D.
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Class III
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2021
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Each of the New Directors are affiliated with investors who purchased securities in the Company’s November 2019 public
offering. There are no family relationships between any New Director and any director or executive officer of the Company and no New Director has direct or indirect material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
On November 21, 2019, the Board also appointed Robert Pelzer, who has served as a
member of the Board since May 2015, as Chairman of the Board and Gaurav Aggarwal as a member of its audit committee, effective November 22, 2019.
Upon the first day of the Company’s next open trading window, each New Director will be granted a stock option to purchase 60,000 shares of Common Stock
at an exercise price equal to the closing sale price of the Common Stock as reported by The Nasdaq Global Market on such date, which will vest in 12 equal monthly installments, each subject to the director’s continued service to the Company. In
addition, each New Director will be granted an annual stock option grant following the annual meeting of the Company’s stockholders. Each New Director will receive an annual retainer payment of $40,000. As Chairman on the Board, Mr. Pelzer
will receive an additional annual retainer payment of $30,000. As a non-chair member of the Audit Committee, Dr. Gaurav will be paid an additional annual retainer payment of $8,000.
The Company has entered into its standard form of indemnification agreement with each New Director. A form of the indemnification agreement was previously
filed by the Company as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2015.
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