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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Amendment and Restatement of 2015 Equity Incentive Plan
As noted below, on June 6, 2019, the stockholders of NantKwest, Inc. (the “Company”) approved the amendment and restatement of
our 2015 Equity Incentive Plan to increase the number of shares of common stock reserved thereunder by 3,000,000 shares. The Amended and Restated 2015 Equity Incentive Plan is described in more detail in the Company’s 2019 Proxy Statement,
which was filed with the Securities and Exchange Commission on April 26, 2019. The foregoing description and the summary contained in the Company’s 2019 Proxy Statement do not purport to be complete and are qualified in their entirety by
reference to the full text of the Amended and Restated 2015 Equity Incentive Plan, which is attached hereto as Exhibit 10.1.
Increase
in Number of Directors; Appointment of Director
On June 6, 2019, pursuant to the Company’s Bylaws, the Company’s board
of directors (the “Board”) increased the number of directors from six to seven and appointed Cheryl L. Cohen to the Board, effective immediately, with a term expiring at the Company’s 2020 annual meeting of stockholders. Ms.
Cohen will also serve on the audit committee of the Board.
Ms. Cohen, age 53, has served as president of CLC Consulting, a
pharmaceutical and biotechnology consulting firm specializing in new product
start-up
and commercialization, since 2008. Prior to CLC, Ms. Cohen served as chief commercial officer of Medivation, Inc., a
publicly-traded
bio-pharmaceutical
company, from September 2011 until July 2014. From November 2007 to September 2008, she served as the vice president, strategic commercial group, of Health Care Systems,
Inc., a Johnson & Johnson company, and from October 1998 to November 2007, she worked at Janssen Biotech, Inc. (formerly Centocor Biotech, Inc.), a Johnson & Johnson company, in a variety of senior sales roles including vice
president, rheumatology franchise. Ms. Cohen has served on the board of Aerpio Pharmaceuticals, Inc., a pharmaceutical company, since 2018. Ms. Cohen also served on the board of Vital Therapies, Inc., a therapeutics company, from 2015
until 2019. Since 2015, Ms. Cohen has served on the board of Novus Therapeutics, Inc. (reverse merger of Tokai Pharmaceuticals, Inc.), a publicly-traded pharmaceutical company focused on the acquisition, development, and commercialization of
ear, nose, and throat products. Ms. Cohen served on the board of Protein Sciences Corporation, a privately held
bio-pharmaceutical
company specializing in vaccine development from October 2014 to August
2017, and she served on the board of Cytrx Corporation, a publicly traded
bio-pharmaceutical
company specializing in oncology, from June 2015 through October 2016. Ms. Cohen began her career at Solvay
Pharmaceuticals in a variety of sales positions. Ms. Cohen received her B.A. from Saint Joseph College.
In accordance with the
Company’s outside director compensation policy (the “Outside Director Compensation Policy”), Ms. Cohen was granted a restricted stock unit award (the “RSU”) on June 6, 2019 with a value of $325,000, vesting
annually over a three year period, in each case subject to Ms. Cohen’s continued service to the Company. The RSU award is subject to the terms and conditions of the Company’s 2015 Equity Incentive Plan and the related RSU agreement.
Ms. Cohen 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 one year anniversary of the grant, provided that such
non-employee
director continues to serve as a service provider through the applicable vesting date.
Furthermore, Ms. Cohen 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 Ms. Cohen for all reasonable expenses in connection with her services to us.
Ms. Cohen 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.