ERAS Erasca Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 25, 2022, the Board of Directors (the “Board”) of Erasca, Inc. (the “Company”), increased the authorized number of directors to nine (9) pursuant to the amended and restated bylaws of the Company. Additionally, pursuant to the amended and restated bylaws of the Company, the Board appointed Jean Liu, J.D., to fill such newly created directorship. Ms. Liu will serve as a Class III director, with an initial term expiring at the Company’s 2024 annual meeting of stockholders.

In addition, in connection with the Board appointment of Ms. Liu, effective as of April 25, 2022, the Audit Committee of the Board is composed of Alexander W. Casdin, Bihua Chen, Julie Hambleton, M.D., and Jean Liu.

Ms. Liu is the current Chief Legal Officer and Corporate Secretary of Seagen Inc., a publicly traded, global, multiproduct biotechnology company, where she has served since 2014. Prior to that, she served as Vice President and General Counsel of Halozyme Therapeutics, Inc., a publicly traded biotechnology company, from November 2011 to November 2014. From 1998 to 2011, she was with Durect Corporation, a publicly traded biotechnology company, where she served in positions of increasing responsibility, including most recently as Chief Legal Officer and Corporate Secretary. Prior to Durect, Ms. Liu was in private practice at the law firms of Pillsbury, Madison & Sutro (now Pillsbury Winthrop) and Venture Law Group in the areas of intellectual property litigation and corporate transactions. Ms. Liu has served on the board of directors of Connect Biopharma Holdings Limited, a publicly traded biotechnology company developing treatments for T cell-driven inflammatory diseases, since August 2021. Ms. Liu received her B.S. in Cellular and Molecular Biology with highest distinction from the University of Michigan, her M.S. in Biology from Stanford University, and her J.D. from Columbia University where she was a Harlan Fiske Stone Scholar. Ms. Liu’s legal expertise and senior executive experience in the biopharmaceutical industry and experience with respect to corporate governance matters contributed to our Board’s conclusions that Ms. Liu should serve as a director of our Company.

Pursuant to the Company’s non-employee director compensation program, Ms. Liu was granted on the date of her appointment options to purchase 80,000 shares of the Company’s common stock, which vest in substantially equal monthly installments over the three years following her appointment to the Board. Ms. Liu will receive cash compensation for her service on the Board in accordance with the Company’s non-employee director compensation program, as such program may be amended from time to time. Ms. Liu has also entered into the Company’s standard form of Indemnification Agreement, the form of which was filed as Exhibit 10.17 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on July 12, 2021.

There is no arrangement or understanding between Ms. Liu and any other person pursuant to which Ms. Liu was appointed as a director. Ms. Liu is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended. The Board has determined that Ms. Liu is an independent director in accordance with the listing requirements of the Nasdaq Global Market.