Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 7, 2022, the Board of Directors (the "Board") of Absci Corporation
(the "Company"), upon the recommendation of the Nominating and Corporate
Governance Committee of the Board, appointed Dr. Joseph Sirosh to the Board
effective that same date. Simultaneously with Dr. Sirosh's appointment, the size
of the Board was fixed at seven directors and a third director position was
added among the Class III directors. Dr. Sirosh will serve as a Class III
director of the Company, to hold office until the Company's 2024 annual meeting
of stockholders or until his earlier resignation, death, or removal.
Pursuant to the Company's Non-Employee Director Compensation Policy (the
"Policy"), the Board granted Dr. Sirosh an initial option to purchase 45,180
shares of the Company's common stock at an exercise price of $7.19, the closing
market price on the NASDAQ Global Select Market of the Company's common stock on
January 7, 2022, the date of grant (the "Option Grant"). The Option Grant will
vest in equal monthly installments over three (3) years from the date of grant,
provided, however that all vesting shall cease if Dr. Sirosh resigns from the
Board or otherwise ceases to serve as a director, unless the Board determines
that the circumstances warrant continuation of vesting. The Option Grant shall
become fully vested and exercisable upon a "Sale Event" (as such term is defined
in the Company's 2021 Stock Option and Incentive Plan). Dr. Sirosh will also
receive an annual $40,000 cash retainer for his services pursuant to the Policy.
Dr. Sirosh has entered into the Company's standard form of indemnification
agreement, which is filed as Exhibit 10.8 to the Company's Registration
Statement on Form S-1 filed on July 20, 2021. There are no arrangements or
understandings between Dr. Sirosh and any other person pursuant to which Dr.
Sirosh was appointed as a member of the Board. There are no family relationships
between Dr. Sirosh, on the one hand, and any director, executive officer or any
other person nominated or chosen by the Company to become a director or
executive officer, on the other. There are no transactions or relationships
between the Company and Dr. Sirosh that are reportable pursuant to Item 404(a)
of Regulation S-K.
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