Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Officer Compensation
On March 26, 2021, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Viracta Therapeutics, Inc. (the “Company”) approved annual base salaries and bonus opportunities for fiscal 2021 for the Company’s Chief Executive Officer, Chief Medical Officer, and Chief Financial Officer and Chief Operating Officer, each as more fully set forth below:
| | | | | | | | | | |
Name | | Position | | Annual Base Salary
(Fiscal 2021) (1) | | | Target Bonus
Percentage | |
Ivor Royston, M.D. | | Chief Executive Officer | | $ | 540,000 | | | | 50 | % |
Lisa Rojkjaer, M.D. | | Chief Medical Officer | | $ | 442,700 | | | | 40 | % |
Dan Chevallard | | Chief Operating Officer and Chief Financial Officer | | $ | 433,200 | | | | 40 | % |
| (1) | Base salary increases are effective as of March 1, 2021. |
Outside Director Compensation Policy
Also on March 26, 2021, the Compensation Committee approved and recommended to the Board for approval an amended and restated Outside Director Compensation Policy (the “Amended Director Compensation Policy”), which the Board approved on March 31, 2021. Pursuant to the terms of the Amended Director Compensation Policy, each non-employee director will receive an annual cash retainer of $40,000. In addition, each non-employee director who serves as chair or member of a committee will be entitled to receive the following cash compensation under the policy for his or her services:
| | | | |
Audit Committee Chair: | | $ | 20,000 | |
Audit Committee Member: | | $ | 10,000 | |
Compensation Committee Chair: | | $ | 15,000 | |
Compensation Committee Member: | | $ | 7,500 | |
Nominating and Corporate Governance Committee Chair: | | $ | 7,500 | |
Nominating and Corporate Governance Committee Member: | | $ | 5,000 | |
Science and Technology Committee Chair: | | $ | 7,500 | |
Science and Technology Committee Member: | | $ | 5,000 | |
In addition to the cash compensation set forth above, each person who first becomes a non-employee director after the effective date of the Amended Director Compensation Policy will receive an initial award of stock options to purchase 80,000 shares of common stock of the Company, which such award will vest in equal installments over 36 months, subject to continued services to the Company through the applicable vesting dates and (ii) each non-employee director automatically will receive, on the first trading day immediately after the date of each annual meeting of stockholders an annual award of stock options to purchase 40,000 shares of common stock of the Company, which such award will vest in equal monthly installments over 12 months, or if earlier, the day immediately before the date of the next annual meeting that occurs after the applicable grant date, subject to continued services to the Company through the applicable vesting date. No annual awards are expected to be granted in 2021.
The foregoing description of the Amended Director Compensation Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Director Compensation Policy, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
