FSII FS Development Corporation II

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On September 13, 2022, the Board of Directors (the Board) of Pardes Biosciences, Inc. (the Company) appointed John C. Pottage, Jr., M.D. as a Class II director of the Company with an initial term expiring at the Company’s 2023 annual meeting of stockholders and Laurie Smaldone Alsup, M.D. as a Class III director of the Company with an initial term expiring at the Company’s 2024 annual meeting of stockholders, in each case until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. In connection with Dr. Pottage’s and Dr. Smaldone Alsup’s appointments to the Board, the size of the Board was increased from eight directors to ten directors. Dr. Pottage was appointed to the Board’s Audit Committee and Science & Technology Committee and Dr. Smaldone Alsup was appointed to the Board’s Compensation Committee.

Dr. Pottage and Dr. Smaldone Alsup will participate in the Company’s Non-Employee Director Compensation Policy (the NED Policy), which provides for cash retainers (which are prorated for partial years of service) and equity awards. A current description of the NED Policy is set forth in the Company’s Proxy Statement for its 2022 annual meeting of stockholders, which was filed with the Securities and Exchange Commission (the SEC) on April 26, 2022. In accordance with the NED Policy, Dr. Pottage will receive a pro rata portion of the $35,000 annual retainer for service as a director for the remaining portion of the year, a pro rata portion of the $7,500 annual retainer for service as a member of the Audit Committee for the remaining portion of the year, and a pro rata portion of the $4,000 annual retainer for service as a member of the Science & Technology Committee for the remaining portion of the year. In accordance with the NED Policy, Dr. Smaldone Alsup will receive a pro rata portion of the $35,000 annual retainer for service as a director for the remaining portion of the year and a pro rata portion of the $5,000 annual retainer for service as a member of the Compensation Committee for the remaining portion of the year. In accordance with the NED Policy, in connection with their appointments to the Board, each of Dr. Pottage and Dr. Smaldone Alsup will receive options to purchase 75,000 shares of the Company’s common stock under the Company’s 2021 Stock Option and Incentive Plan (the 2021 Plan), which options will vest and become exercisable in 36 substantially equal monthly installments after the grant date, such that the options shall be vested and exercisable as to all shares on the third anniversary of the grant date, subject to Dr. Pottage’s and Dr. Smaldone Alsup’s respective continued service with the Company and accelerated vesting upon the occurrence of a sale event (as defined in the 2021 Plan).

Each of Dr. Pottage and Dr. Smaldone Alsup has also entered into the Company’s standard Director Indemnification Agreement, the form of which was filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2021.

There was no arrangement or understanding between either of Dr. Pottage or Dr. Smaldone Alsup and any other person pursuant to which Dr. Pottage or Dr. Smaldone Alsup was appointed as a director. Neither Dr. Pottage nor Dr. Smaldone Alsup is a party to any transaction or proposed transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended. There are no family relationships between either of Dr. Pottage or Dr. Smaldone Alsup and any director or executive officer of the Company.