Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2021 Equity Incentive Plan Amendment and Awards
As described below, on June 13, 2022, at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of TScan Therapeutics, Inc. (the “Company”), the stockholders of the Company approved an amendment of TScan Therapeutics, Inc. 2021 Equity Incentive Plan (such amendment, the “Plan Amendment” and such plan, the “2021 Plan”). The Plan Amendment increases the number of shares available for issuance under the 2021 Plan by 7,500,000. The Plan Amendment is described in Proposal 3 in the Company’s definitive additional materials on Schedule 14A for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on June 2, 2023.
On May 24, 2023, the Compensation Committee of the Board approved stock option awards for an aggregate of 7,148,100 shares of voting common stock to executive officers and other employees with an exercise price equal to the closing price of the voting common stock on the date of the grant of $2.49 and, on June 13, 2023, approved stock option awards for an aggregate of 220,000 shares of voting common stock to non-employee directors and scientific advisory board members, with an exercise price equal to the closing price of the voting common stock on such date of grant of $2.66. These stock option awards were subject to and contingent upon the approval of the Plan Amendment by the stockholders of the Company at the Annual Meeting, and are subject to vesting schedules, based on the recipient’s continued service to the Company through the vesting date. The awards to the non-employee directors reflect a modification of the Company’s policy for grants to non-employee directors to granting options to purchase 35,000 shares (previously 9,146 shares) of our common stock to each non-employee director on the date of each annual meeting of stockholders of our company, which will vest, subject to the director’s continued service on our board of directors through such vesting date, in full upon the earlier to occur of the first anniversary of the date of grant or the date of the next annual meeting.
The awards described above include an award of stock options for 1,121,300 shares of common stock to our Chief Executive Officer, Dr. Gavin MacBeath, and for 632, 500 shares of common stock to our Chief Financial Officer, Brian Silver, in each case with an exercise price equal to the closing price on the Nasdaq Global Market on the May 24, 2023 date of grant of $2.49 per share. 536,300 of the options granted to Dr. MacBeath and 302,500 of the options granted to Mr. Silver vest as follows: 25% on the one-year anniversary of May 24, 2023 and the balance in 36 monthly installments thereafter and 585,000 of the options granted to Dr. MacBeath and 330,000 of the options granted to Mr. Silver vest as follows: 25% on February 2, 2025 and the balance in 36 monthly installments thereafter, in each case subject to continued employment.
The foregoing description of the Plan Amendment is qualified in its entirety by reference to the Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Board Committees
The Company’s Board of Directors appointed Barbara Klencke to the Audit Committee and Gabriela Gruia to the Nominating and Corporate Governance Committee, in each case to replace Ittai Harel, effective as of June 13, 2023. Effective as of June 13, 2023, Timothy Barberich will no longer serve in the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, but he will continue in his position as a Class I Director and Chair of the Board of Directors. To fill in the vacancies created by Mr. Barberich’s no longer serving in these committees, the Company’s Board of Directors also appointed Gabriela Gruia to the Audit Committee, Barbara Klencke to the Compensation Committee and Katina Dorton to the Nominating and Corporate Governance Committee, in each case to replace Timothy Barberich, effective as of June 13, 2023.