Item 2.02. Results of Operations and Financial Condition.
On March 24, 2020, Alector, Inc. (the "Company") announced its financial results
for the quarter and year ended December 31, 2019. A press release announcing
these results, which is attached hereto as Exhibit 99.1, is incorporated herein
by reference.
All of the information furnished in Item 2.02 and Item 9.01 (including Exhibit
99.1) shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and shall not be incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except as shall be expressly set
forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 20, 2020, Dr. Paula Hammond was appointed to the Company's Board of
Directors (the "Board") and to serve as a member of the Compensation Committee
of the Board (the "Compensation Committee"). Dr. Hammond will serve as a Class I
director, with a term expiring at the Company's 2022 annual meeting of the
stockholders.
Dr. Hammond is the David H. Koch Chair Professor of Engineering at the
Massachusetts Institute of Technology (MIT), where she has been a faculty member
since 1995, and she has served as the Head of the Department of Chemical
Engineering at MIT since 2016. She is a member of MIT's David H. Koch Institute
for Integrative Cancer Research and a founding member of the MIT Institute for
Soldier Nanotechnology. She also served as the Associate Head of the Chemical
Engineering Department at MIT from 2008 to 2011. Dr. Hammond was elected into
the National Academy of Sciences in 2019, the National Academy of Engineering in
2017, the National Academy of Medicine in 2016, and the 2013 Class of the
American Academy of Arts and Sciences. Dr. Hammond holds an M.S. in Chemical
Engineering from the Georgia Institute of Technology and a Ph.D. and a S.B. in
Chemical Engineering from MIT.
In accordance with Company policy, Dr. Hammond will receive annual cash
compensation of $40,000 for her services as a member of the Board and an
additional $5,000 per year for service as a member of the Compensation
Committee, each payable quarterly in arrears on a pro-rata basis, and on March
20, 2020, Dr. Hammond was automatically granted an option to purchase 29,443
shares of Alector common stock, which vests as to 25% of the shares on the one
year anniversary of the grant date and as to 1/48th of the shares on each
monthly anniversary of the grant date thereafter, provided that she remains a
service provider through the applicable vesting date. Such option will become
fully vested and exercisable immediately prior to a change in control
transaction, subject to Dr. Hammond continuing to be a service provider through
such change in control.
Dr. Hammond will be eligible for further equity awards on the same terms as
other continuing non-employee members of the Board. Dr. Hammond also executed
the Company's standard form of indemnification agreement, which is attached as
Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed with the
SEC on January 7, 2019 (File No. 333-229152).
There is no arrangement or understanding between Dr. Hammond and any other
persons pursuant to which Dr. Hammond was elected as a director. In addition,
Dr. Hammond is not a party to any transaction, or series of transactions,
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On March 23, 2020, the Company issued a press release announcing Dr. Hammond's
appointment as a director. The press release is attached hereto as Exhibit 99.2.
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Following Dr. Hammond's appointment to the Compensation Committee, the Company's
Board committees shall consist of:
Audit Committee
Louis J. Lavigne, Jr. (Chairperson)
Terry McGuire
David Wehner
Compensation Committee
David Wehner (Chairperson)
Louis J. Lavigne, Jr.
Paula Hammond, Ph.D.
Nominating and Corporate Governance Committee
Terry McGuire (Chairperson)
Kristine Yaffe, M.D.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated March 24, 2020.
99.2 Press Release dated March 23, 2020.
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