SYNLOGIC, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Election of Director
On
Dr.
In connection with
In addition,
Also in connection with
There are no arrangements or understandings between
On
(e) Compensatory Arrangement
On
• Each non-employee director receives an annual retainer in the amount of
$40,000 per year.
--------------------------------------------------------------------------------
• A non-employee director serving as Chairman of the Board receives an
additional annual retainer in the amount of $30,000 per year.
• A non-employee director serving as chairperson of the Audit Committee
receives an additional annual retainer of $15,000 for such service. A
non-employee director serving as a member of the Audit Committee (other
than the chairperson) receives an additional annual retainer of $7,500
for such service.
• A non-employee director serving as chairperson of the Compensation
Committee receives an additional annual retainer of $12,000 for such
service. A non-employee director serving as a member of the Compensation
Committee (other than the chairperson) receives an additional annual
retainer of $5,000 for such service.
• A non-employee director serving as chairperson of the Nominating and
Corporate Governance Committee receives an additional annual retainer of
$8,000 for such service. A non-employee director serving as a member of
the Nominating and Corporate Governance Committee (other than the
chairperson) receives an additional annual retainer of $4,000 for such
service.
Under the Director Compensation Program, upon a director's initial appointment or election to the Board, the non-employee director will receive an option to purchase 30,000 shares of common stock (subject to adjustment as provided in the applicable equity plan) (the "Initial Grant"). In addition, each non-employee director who has been serving as a director for at least three months prior to any annual stockholder meeting and will continue to serve as a director immediately following such annual stockholder meeting will be automatically granted, on the date of such annual stockholder meeting, an option to purchase 15,000 shares of common stock (subject to adjustment as provided in the applicable equity plan) (the "Annual Grant"). The Initial Grant will vest in substantially equal installments on each of the first three anniversaries of the applicable grant date, subject to continued service through each applicable vesting date, and the Annual Grant will vest in full on the earlier of the first anniversary of the applicable grant date or immediately prior to the next annual stockholder meeting after the applicable grant date, subject to continued service through such vesting date. In addition, pursuant to the terms of the Director Compensation Program, all equity awards outstanding and held by a non-employee director will vest in full immediately prior to the occurrence of a change in control.
The foregoing summary of the Director Compensation Program does not purport to be complete and is qualified in its entirety by reference to such policy, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1# Non-Employee Director Compensation Program
99.1 Press Release dated January 30, 2020 .
# Management contract or compensatory plan or arrangement.
--------------------------------------------------------------------------------
© Edgar Online, source
