Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
October 27, 2018, the Company elected Jesse Goodman, M.D., as a Class I director, with a term expiring at the 2020 annual meeting of stockholders.
Dr. Goodman is currently a professor of medicine at Georgetown University, where he directs the Center on Medical Product Access, Safety and Stewardship
(COMPASS). As an attending physician in infectious diseases, he also is an active clinician and educator. Additionally, he serves as an independent
non-executive
director for GlaxoSmithKline plc.; as president
and trustee of the U.S. Pharmacopeial Convention; and on the Regulatory Working Group of the Coalition on Epidemic Preparedness Innovation (CEPI). Dr. Goodman was chief scientist at the U.S. Food and Drug Administration (FDA) from 2009 through
2014, during which he led preparations for and responses to major public health threats, including emerging infectious diseases, disasters and terrorism. He previously also served as the FDAs deputy commissioner for science and public health
and as director of Center for Biologics Evaluation and Research (CBER). Dr. Goodman has a bachelor of arts in biology from Harvard University; earned a masters in public health from the University of Minnesota; and received his doctor of
medicine from the Albert Einstein College of Medicine. He completed his residency and fellowship training at the Hospital of the University of Pennsylvania and at the University of California at Los Angeles. Dr. Goodman is board-certified in
internal medicine, infectious diseases and oncology, and has been elected to the American Society for Clinical Investigation and to the U.S. National Academy of Medicine.
Dr. Goodman does not have any family relationships with any of the executive officers or directors of the Company. There are no arrangements or
understandings between Dr. Goodman and any other person pursuant to which he was elected as a director of the Company.
In accordance with the
Companys director compensation program, Dr. Goodman will receive an annual cash retainer of $35,000 for service on the Board of Directors of the Company (the Board), which is payable quarterly in arrears. In addition, under
the Companys director compensation program, upon his election as a director, Dr. Goodman was granted an option on October 29, 2018 to purchase 38,000 shares of the Companys common stock at an exercise price per share of
$18.52. This option vests as to 33 1/3% of the total award one year after the date of grant and thereafter in substantially equal quarterly installments during the three years following the grant date, subject to continued service through such
date, and becomes exercisable in full upon the occurrence of a change in control of the Company.
Also in connection with his election to the Board,
Dr. Goodman will enter in to the Companys standard form of indemnification agreement, a copy of which was filed as Exhibit 10.6 to Amendment No. 3 to the Companys Registration Statement on
Form S-1
(File
No. 333-210689) filed
with the Securities and Exchange Commission on April 27, 2016. Pursuant to the terms of this agreement, the
Company may be required, among other things, to indemnify Dr. Goodman for some expenses, including attorneys fees, judgments, fines and settlement amounts respectively incurred by him in any action or proceeding arising out of his
respective service as one of our directors.