Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory

Arrangements of Certain Officers.

(d)

On January 7, 2020, the board of directors (the "Board") of Sutro Biopharma, Inc. (the "Company") appointed James Panek as a Class II director and member of the Science and Technology Committee, effective immediately.

In connection with his election as a non-employee director of the Board, Mr. Panek will receive a pro rata portion of the $40,000 annual retainer for service as a director for the remaining portion of the year, and a pro rata portion of the $5,000 annual retainer for service as a member of the Science and Technology Committee for the remaining portion of the year, each in accordance with the Company's existing compensation policy for non-employee directors. In addition, the Board granted to Mr. Panek, effective January 7, 2020, a stock option to purchase 24,000 shares of common stock at an exercise price equal to the closing sale price of the common stock on January 7, 2020, as reported by the Nasdaq Global Market, which will vest monthly over three years, subject to Mr. Panek's continued service to the Company.

The Company has entered into its standard form of indemnification agreement with Mr. Panek. The form of the indemnification agreement was previously filed by the Company as Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2018 and incorporated by reference herein.

There are no arrangements or understandings between Mr. Panek and any other persons pursuant to which Mr. Panek was selected as a member of the Board. There are also no family relationships between Mr. Panek and any director or executive officer of the Company, nor does Mr. Panek have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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