Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On June 17, 2021, the Board of Directors (the “Board”) of G1 Therapeutics, Inc. (the “Company”), following the recommendation of the Nominating and Governance Committee of the Board appointed Alicia Secor as an independent director to the Board to serve, effective immediately, as a Class II Director with a term expiring at the Company’s 2022 annual meeting of stockholders.
Ms. Secor has more than thirty years of experience in the life sciences industry. She has experience in leading businesses and advancing products from clinical development through regulatory approval, commercialization, and global expansion across several therapeutic areas. She currently serves as President and Chief Executive Officer of Atalanta Therapeutics, Inc., a privately-held biotechnology company, and is a member of its board of directors. Previously, she served as President and Chief Executive Officer of Juniper Pharmaceuticals, Inc., a publicly traded pharmaceutical company, from August 2016 until August 2018, when the company was acquired by Catalent, Inc. Prior to her role at Juniper, from 2013 to 2016, Ms. Secor held various leadership positions in the life sciences industry. From 1998 to 2013, Ms. Secor held various roles of increasing responsibility at Genzyme (now a part of Sanofi) over her 15-year tenure, most recently as Vice President and General Manager of Metabolic Diseases. Ms. Secor is a member of the board of directors of Orchard Therapeutics plc, an English global gene therapy company, publicly-traded in the United States on the Nasdaq market, and is a board member of the Foundation for Prader-Willi Research, a non-profit organization. Previously Ms. Secor served on the board of GW Pharmaceuticals plc, a public company, prior to its acquisition by Jazz Pharmaceuticals plc. Ms. Secor holds an MBA from Northeastern University and earned her B.S. in Health Administration at the University of New Hampshire.
In connection with Ms. Secor’s election to the Board, and pursuant to the Company’s Second Amended and Restated Non-Employee Director Compensation Policy (the “Director Compensation Policy” as described below), the Board granted to Ms. Secor a non-statutory stock option to purchase up to 52,320 shares of the Company’s common stock. The stock option will have an exercise price per share of $21.97, the closing price of the Company’s common stock on The Nasdaq Global Select Market on the date of grant. The stock option will vest in equal monthly installments through the third anniversary of the date of grant, subject to Ms. Secor’s continued service as a director.
In addition, Ms. Secor is entitled to receive an annual cash retainer of $45,000 for her service as a non-employee director of the Company pursuant to the Director Compensation Policy, prorated for the portion of the year that Ms. Secor serves as a director. Ms. Secor will serve as a member of the Compensation Committee of the Board.
Also in connection with Ms. Secor’s election to the Board, Ms. Secor and the Company will enter into an indemnification agreement in the form the Company has entered into with its other non-employee directors, which form is filed as Exhibit 10.1 to the Company’s Amendment No. 2 to its Registration Statement on Form S-1 (File No. 333-217285) filed by the Company on May 8, 2017. Under this agreement, the Company will agree, among other things, to indemnify Ms. Secor for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by her in any action or proceeding arising out of her service as one of the Company’s directors.
There are no arrangements or understandings between Ms. Secor and any other person pursuant to which Ms. Secor was appointed as a director. There are no transactions to which the Company is a party and in which Ms. Secor has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Ms. Secor has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company.
Second Amended and Restated Non-Employee Director Compensation Policy
On June 17, 2021, upon the recommendation of the Compensation Committee, the Board of Directors amended and restated the Director Compensation Policy with respect to the compensation payable to our non-employee directors. Under this policy, each non-employee director is eligible to receive compensation for his or her service consisting of a $45,000 annual cash retainer and equity awards. In addition to the annual cash retainer, under the revised program, non-employee directors receive additional payments for serving as the Board Chairperson, Committee Chair, or a committee member of the Board of Directors in the following amounts: