Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 12, 2021, the Board of Directors (the "Board") of Pliant
Therapeutics, Inc. (the "Company") appointed David Pyott as a director of the
Board, effective immediately. He will serve in the class of directors whose term
expires at the Company's 2021 annual meeting of stockholders. The Board has
determined that he qualifies as an independent director and is qualified to
serve under the applicable rules and regulations of the Securities and Exchange
Commission (the "SEC") and the listing rules of the Nasdaq Stock Market LLC.
Dr. Pyott has more than 30 years of executive leadership and management
experience within the global pharmaceutical industry. He most recently served as
chairperson and Chief Executive Offer of Allergan, Inc. Prior to Allergan, he
held the role of Head of the Novartis Nutrition Division and served as a member
of the Executive Committee of Switzerland-based Novartis AG. He currently serves
as a member of the Board of Directors of Alnylam Pharmaceuticals and BioMarin
Pharmaceutical, as chairperson of Bioniz Therapeutics, Inc., a private
biotechnology company, and is a member of the Supervisory Board of Royal Philips
in the Netherlands, a public diversified health technology company. He serves as
deputy chairperson of the Governing Board of the London Business School and
President of the International Council of Ophthalmology Foundation. He holds a
Diploma in International and European Law from the Europa Institute at the
University of Amsterdam, an Honorary Degree in Medicine and a Master of Arts
degree from the University of Edinburgh, and a Master of Business Administration
degree from the London Business School.
Upon his appointment to the Board, Dr. Pyott was granted an option to purchase
26,573 shares of the Company's common stock, at an exercise price of $27.71 per
share, the closing price of the Company's common stock on the Nasdaq Global
Select Market on January 12, 2021, the day of his appointment (the "Option
Grant"). The shares underlying the Option Grant will vest in thirty-six
(36) equal monthly installments during the three years following the effective
date of his appointment to the Board, subject to his continued service.
The Company has also entered into an indemnification agreement with Dr. Pyott in
substantially the same form entered into with the other directors of the
Company.
There are no arrangements or understandings between Dr. Pyott and any other
person pursuant to which he was appointed as a director of the Company. There
are no family relationships between Dr. Pyott and any director or executive
officer of the Company, and he is not a party to any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
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