Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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Departure of Dr. Nick Glover as President, Chief Executive Officer and
Director
On May 22, 2020, Dr. Nick Glover, the President and Chief Executive Officer of Sierra Oncology, Inc. (the
Company) and member of the Companys Board of Directors (the Board), resigned from such roles effective as of the same date.
In connection with Dr. Glovers departure, the Company expects to enter into a separation agreement with Dr. Glover consistent with the terms of his
employment agreement which will be described in a future Current Report on Form 8-K to be filed by the Company.
Appointment of Dr. Stephen Dilly
as President, Chief Executive Officer and Director
On May 21, 2020, the Board appointed Dr. Stephen G. Dilly, M.B.B.S., Ph.D., to serve
as the Companys President and Chief Executive Officer and as a Class III director on the Board effective June 1, 2020 (the Dilly Start Date).
Dr. Dilly, 60, served as Chief Executive Officer of Aimmune Therapeutics, a biopharmaceutical company, from April 2014 to June 2018 and as a member of
Aimmunes board of directors from April 2013 to June 2018. Dr. Dilly was Chief Executive Officer of PhotoThera, Inc., a medical device company, from January 2012 to December 2012. Since 2010, Dr. Dilly has served as an independent
director of Sangamo Therapeutics, Inc., where he also currently serves as chair of the clinical review committee. Dr. Dilly also currently serves on the boards of directors of Codexis, Inc. and of several private biotechnology companies. From
2006 to 2011, Dr. Dilly served as President and Chief Executive Officer and a member of the board of directors of APT Pharmaceuticals, Inc. From 2007 to 2009, he was a member of the board of directors of Avigen, Inc., which merged with
MediciNova, Inc. in December 2009. From 2003 to 2006, he served as Chief Medical Officer and Senior Vice President of Development of Chiron BioPharma, which was later acquired by Novartis International AG. From 1998 to 2003, Dr. Dilly held
various management positions at Genentech, Inc., including Vice President of Development Sciences from 2002 to 2003 and Vice President of Medical Affairs from 1998 to 2001. From 1988 to 1998, Dr. Dilly held various management positions in drug
development with SmithKline Beecham, PLC, a healthcare company in the U.K. Dr. Dilly received a M.B.B.S. from the University of London in the U.K. and a Ph.D. in cardiac physiology from University of London.
Pursuant to the terms of an employment offer letter, dated May 22, 2020, between Dr. Dilly and the Company (the Dilly Employment
Agreement), Dr. Dilly is entitled to receive a base salary of $600,000, a target bonus of 50% of such base salary (the Performance Bonus), which bonus shall be achieved in accordance with Board-established targets,
and stock options to purchase up to 520,000 shares of common stock of the Company (the Time-Based Options). The Time-Based Options will be granted on Dr. Dillys start date under the Companys 2015 Equity Incentive
Plan at the closing price of the common stock of the Company (the Common Stock) on such date and will vest over a four-year period, subject to Dr. Dillys continued service to the Company, with the first twenty-five
percent (25%) of such shares vesting on the one-year anniversary of the Dilly Start Date, and the remaining shares vesting in equal monthly installments over the following 36 months. No later than
December 31, 2020, Dr. Dilly also will be granted a stock option under the Companys 2015 Equity Incentive Plan to purchase 260,000 shares of Common Stock, subject to the terms of a Stock Option Agreement (the
Performance-Based Options) at the closing price of the Common Stock on the date of grant. The Performance-Based Options will be subject to a time-based vesting schedule and a performance-based vesting schedule determined by
the Compensation Committee of the Board at the time of grant. Pursuant to the Dilly Employment Agreement, if the Company terminates his employment without Cause (as defined in the Dilly Employment Agreement), Dr. Dilly will be eligible to
receive, subject to his execution and non-revocation of a release of claims: