Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective September 18, 2019, the Board of Directors (the “Board”) of Portola Pharmaceuticals, Inc. (“Portola”) appointed Ted W. Love, M.D. to the Board as a Class II director and a member of the Compensation Committee and Research and Development Advisory Committee, to serve until Portola’s 2021 annual meeting of stockholders. In conjunction with Dr. Love’s appointment to the Compensation Committee, Hollings Renton has resigned as a member of the Compensation Committee but will continue his service as Chair of the Board and Chair of the Nominating and Corporate Governance Committee.
There were no arrangements or understandings between Dr. Love and any other persons pursuant to which he was selected as a director, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission (“SEC”) between Dr. Love and Portola required to be disclosed herein.
Pursuant to Portola’s Non-Employee Director Compensation Policy, Dr. Love will receive annual cash compensation in the amount $50,000 for his Board service, $8,000 for his service as a member of the Compensation Committee and $5,500 for his service as a member of the Research and Development Advisory Committee. In addition, the Board will grant Dr. Love options to purchase 14,812 shares of Portola’s common stock with an exercise price equal to the per share closing price of the Common Stock on the NASDAQ Global Select Market on the date of grant and 8,294 restricted stock units. Such initial option grant will vest, subject to continuous service, on a monthly basis for the 12-month period following the date of grant, and such initial restricted stock units shall vest, subject to continuous service, annually over a three year period.
Dr. Love will enter into Portola’s standard indemnification agreement for directors as described under “Limitation on Liability and Indemnification Matters” in Portola’s Form S-1 filed with the SEC on November 16, 2013.