Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
(d) On November 25, 2019, the Board of Directors (the Board) of
Deciphera Pharmaceuticals, Inc. (the Company), upon the recommendation of the Nominating and Corporate Governance Committee, appointed Frank S. Friedman to the Board, effective November 25, 2019. Mr. Friedman will serve as a
Class I director of the Company, to hold office until the date of the annual meeting of stockholders following the year ending December 31, 2020 or until his earlier death, resignation or removal.
Pursuant to the Companys Non-Employee Director Compensation Policy (the Policy), the Board
granted Mr. Friedman an option to purchase 24,000 shares of the Companys common stock at an exercise price equal to the closing market price per share of the Companys common stock on the NASDAQ Stock Market on the date of grant. The
options will vest in equal monthly installments over a three-year period, subject to Mr. Friedmans continued service on the Board.
Mr. Friedman has entered into the Companys standard form of indemnification agreement, which is filed as Exhibit 10.4 to Amendment No. 3 to
the Companys Registration Statement on Form S-1 filed on September 22, 2017.
There are no
arrangements or understandings between Mr. Friedman and any other person pursuant to which Mr. Friedman was appointed as a member of the Board. There are no family relationships between Mr. Friedman, on the one hand, and any director,
executive officer or any other person nominated or chosen by the Company to become a director or executive officer, on the other. There are no related person transactions (within the meaning of Item 404(a) of
Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Friedman, on the one hand, and the Company, on the other.
(b) On November 25, 2019, Michael Ross, Ph.D. provided the Company with notice of his resignation from the Board of Directors of the Company, effective
as of November 26, 2019. Dr. Rosss resignation was voluntary and not the result of any dispute or disagreement with the operations, policies or practices of the Company.
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