Item 5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Appointment of Richard A. van den Broek
Effective February 27, 2019, the board of directors (the
“
Board
”
) of PhaseBio Pharmaceuticals, Inc. (the
“
Company
”
) appointed Richard A. van den Broek to serve as a director of the Company.
Mr. van den Broek will serve as a Class
I director whose term will expire at the 2019 annual meeting of stockholders (the “
Annual Meeting
”), at which time he will stand for election by the Company’s stockholders.
There is no arrangement or understanding between Mr. van den Broek and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. van den Broek and any of the Company
’
s other directors or executive officers.
The Company is not aware of any transaction involving Mr. van den Broek requiring disclosure under Item 404(a)
of Regulation S-K. Additional information about Mr. van den Broek is set forth below:
Richard A. van den Broek
, age 52, currently serves as managing partner of HSMR Advisors, LLC, an investment fund focused on the biotechnology industry, a position he has held since February 2004. He previously served on the boards of directors of Pharmacyclics, Inc. from December 2009 to April 2015, Response Genetics, Inc. from December 2010 to September 2015, Special Diversified Opportunities, Inc. from March 2008 to October 2015 and Celldex Therapeutics, Inc. from December 2014 to December 2016. Mr. van den Broek received an AB from Harvard University and is a Chartered Financial Analyst.
In accordance with the Company
’
s Non-Employee Director Compensation Policy, as amended, upon commencement of his service as a director on February 27, 2019, Mr. van den Broek was granted an initial option grant to purchase 22,000 shares of the Company
’
s common stock, which will vest in equal monthly installments over a three year period such that the option is fully vested on the third anniversary of the date of grant, subject to Mr. van den Broek’s continuous service through such vesting date. On February 27, 2019, Mr. van den Broek received an additional option grant to purchase 23,000 shares, which will vest in equal monthly installments over a three year period such that the option is fully vested on the third anniversary of the date of grant, subject to Mr. van den Broek’s continuous service through such vesting date.
At each annual meeting of stockholders following which Mr. van den Broek will continue service as a director, Mr. van den Broek will also be entitled to receive an additional option grant to purchase 11,000 shares of the Company
’
s common stock (the “
Annual Grant
”), which will vest upon the earlier of the
one year anniversary of the date of grant and
the date of Company
’
s next annual meeting of stockholders, in any case subject to Mr. van den Broek’s continuous service through such vesting date. For 2019, Mr. van den Broek’s Annual Grant will be pro-rated based on time served as a director through the date of the Annual Meeting. Additionally, Mr. van den Broek will be entitled to receive a $40,000 annual retainer, payable quarterly in arrears, for his service on the Board.
Mr. van den Broek has also entered into the Company
’
s standard form of indemnification agreement.
Non-Employee Director Compensation Policy
On February 27, 2019, the Board approved an amendment to the Company’s Non-Employee Director Compensation Policy, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.