Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) On September 29, 2020, our Board of Directors, upon the recommendation of
its Nominating and Corporate Governance Committee, elected Elizabeth (Betsy)
Garofalo, M.D. as a director. Dr. Garofalo will serve as a Class III director,
with an initial term expiring at the Company's 2022 Annual Meeting of
Stockholders. Dr. Garofalo received our standard compensation package for an
outside director, including a stock option to purchase up to 6,865 shares of our
common stock and a restricted stock unit covering 3,837 shares of our common
stock, each of which was granted under our 2010 Equity Incentive Plan, as
amended. Information about our arrangements with our outside directors is
included in our annual proxy statement, last filed on April 29, 2020, which
includes the description of outside director compensation under our non-employee
director compensation policy. Dr. Garofalo will not initially serve on any
committees of the Board.
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