EXPLANATORY NOTE
NGM Biopharmaceuticals, Inc. (the “Company”) is filing this amendment to its Current Report on Form 8-K filed with the SEC on August 11, 2023 (the “Original Filing”) solely for the purpose of reporting, in accordance with Instruction 2 to Item 5.02 of Form 8-K, the compensation determinations made in connection with Irene Perlich’s appointment as the Company’s principal accounting officer. At the time the Original Filing was made, the terms of such compensation had not yet been determined. This amendment does not otherwise revise the Original Filing in any way.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 9, 2023, the Board of Directors (the “Board”) of NGM Biopharmaceuticals, Inc. (the “Company”) appointed Irene Perlich, the Company’s Vice President, Corporate Controller, as the Company’s principal accounting officer, effective September 15, 2023 (the “Effective Date”).
Ms. Perlich has over 20 years of experience in finance roles and joined the Company in March 2021 as Vice President, Corporate Controller. Prior to that Ms. Perlich served as Global Accounting Controller of Gigamon, Inc., a software company, from October 2019 to March 2021, and prior to that as Global Corporate Controller of Immune Design, Inc, a late-stage immunotherapy company, from November 2018 to October 2019. Prior to that Ms. Perlich held senior finance leadership roles at Merck and Adaptive Insights (Workday), and began her career at PricewaterhouseCoopers. Ms. Perlich is a Certified Public Accountant and holds a Bachelor of Science in Business Administration from San Francisco State University.
There are no family relationships between Ms. Perlich and any director or executive officer of the Company or its subsidiaries. Ms. Perlich does not have a direct or indirect material interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K.
In connection with Ms. Perlich’s promotion, on September 8, 2023, the Compensation Committee of the Board approved compensation to Ms. Perlich consisting of (i) an annual base salary of $325,000 effective as of the Effective Date and (ii) a target annual bonus in an amount equal to 30% of such base salary.
In addition, on September 8, 2023, the Compensation Committee of the Board approved the grant to Ms. Perlich, effective as of October 1, 2023, of options to purchase 20,000 shares of the Company’s common stock (the “Stock Option”), pursuant to the Company’s Amended and Restated 2018 Equity Incentive Plan (the “Plan”). The Stock Option will vest ratably on a monthly basis over 48 months as measured from October 1, 2023, subject to Ms. Perlich’s continued service with the Company, as defined in the Plan, on each applicable vesting date.