Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Director
On February 28, 2019, the board of directors (“Board”) increased the size of the Board from six to seven directors and elected
Magda Marquet, Ph.D., to our Board. Dr. Marquet will serve as a Class II director, with a term expiring at the annual meeting of stockholders to be held in 2019. In addition, Dr. Marquet was appointed to serve as a member of our
corporate governance and nominating committee.
Dr. Marquet, age 60, has served as
co-founder
and
co-chief
executive officer of ALMA Life Sciences LLC, an early-stage healthcare investment firm, since 2013. Dr. Marquet also has been a
co-founder
of AltheaDx,
a biotechnology company, since 2009. Dr. Marquet previously served as the
co-founder
and chairman of Althea Technologies, a biotechnology company, from 2009 to 2019, and previously served as its
co-president
and co-chief executive officer from 1998 to 2009. Prior to starting Althea Technologies, Dr. Marquet held several positions in product development and pharmaceutical development in companies such
as Vical and Amylin Pharmaceuticals. Dr. Marquet has served on the board of directors of Arcturus Therapeutics Ltd., a therapeutics company, since 2018. Dr. Marquet holds a Ph.D. in biochemical engineering from INSA/University of Toulase,
France.
In connection with her election to our Board on February 28, 2019, and in accordance with our Outside Director Compensation
Policy, Dr. Marquet will receive a base annual retainer of $40,000 and $6,000 per year additionally for her service on our corporate governance and nominating committee, payable quarterly in arrears on a
pro-rata
basis. In addition, in accordance with our Outside Director Compensation Policy, we granted Dr. Marquet an option to purchase 25,000 shares of common stock which shall vest on the date of the
next annual meeting of stockholders, assuming her continuing service as a service provider on such date. Beginning with our annual meeting of stockholders in 2020, Dr. Marquet will be eligible for equity award grants on the same terms as other
continuing members of the Board. Currently, our Outside Director Compensation Policy provides that on the date of each annual meeting of our stockholders, each outside director who has been a director for six months or more on the date of the annual
meeting, will automatically be granted an option to purchase 18,000 shares of common stock. Each annual option award will vest fully on the date of the next annual meeting of stockholders held after the date of grant, provided that such outside
director continues to serve as a service provider through the applicable vesting date. We will also reimburse Dr. Marquet for all reasonable expenses in connection with her services to us.
Dr. Marquet also executed our standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.4 to the
Company’s Registration Statement on Form
S-1
(File
No. 333-196539)
filed with the Securities and Exchange Commission on June 5, 2014 and is incorporated
herein in its entirety by reference.
There is no arrangement or understanding between Dr. Marquet and any other persons pursuant to
which Dr. Marquet was elected as a director. In addition, Dr. Marquet is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
On March 4, 2019, the Company issued a press release announcing Dr. Marquet’s appointment as a director. The press release
is attached hereto as Exhibit 99.1 and incorporated herein in its entirety by reference.