Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Christopher Bowden’s Resignation
On March 29, 2023, Christopher Bowden, M.D. delivered notice of his resignation from the board of directors (the “Board”) of Alaunos Therapeutics, Inc. (the “Company”), effective March 30, 2023. Dr. Bowden’s resignation from the Board did not result from any disagreement with the Company. The Company thanks Dr. Bowden for his service and wishes him well in his future endeavors.
Appointment of Robert Hofmeister
On March 30, 2023, the Board appointed Robert Hofmeister, Ph.D., as a director of the Company effective immediately. Dr. Hofmeister fills the vacancy created by Dr. Bowden’s resignation. Dr. Hofmeister was also appointed to the Corporate Governance and Nominating Committee and the Compensation Committee of the Board, replacing Dr. Bowden. The Board has determined that Dr. Hofmeister meets the requirements for independence under the applicable listing standards of the Nasdaq Stock Market LLC and the Securities and Exchange Act of 1934, as amended.
As a non-employee director, Dr. Hofmeister will participate in the Company’s compensation program applicable to all non-employee directors, which is summarized below. Under the Company’s non-employee director equity compensation program, each non-employee director receives a base annual cash retainer of $50,000. Board committee members receive additional annual cash compensation for service on Board committees as follows: Audit Committee: $12,000 (member) or $20,000 (chair); Compensation Committee: $9,000 (member) or $15,000 (chair); and Corporate Governance and Nominating Committee: $6,000 (member) or $10,000 (chair). In addition, Dr. Hofmeister will be granted an initial grant of a stock option to purchase 150,000 shares of common stock of the Company (the “Initial Grant”). Dr. Hofmeister will also receive a pro-rated annual grant of a stock option to purchase 16,667 shares of common stock of the Company (the “Annual Grant”). The Initial Grant will vest in equal monthly installments on the monthly anniversary of the grant date over 36 months. The Annual Grant will vest in two equal installments on April 30, 2023 and May 30, 2023. In the case of the Initial Grant and the Annual Grant, vesting is subject to Dr. Hofmeister’s continued service through each applicable vesting date. In the event of a change in control (as defined in the Company’s 2020 Equity Incentive Plan), the stock option may vest in full according to the terms of the Company’s 2020 Equity Incentive Plan. Beginning with the Company’s annual meeting of stockholders in 2023, Dr. Hofmeister will be eligible for equity awards on the same terms as other continuing members of the Board.
There are no arrangements or understandings between Dr. Hofmeister and any other person pursuant to which Dr. Hofmeister was selected as a director, and there are no transactions between Dr. Hofmeister and the Company that would require disclosure under Item 404(a) of Regulation S-K. In addition, the Company has entered into an indemnification agreement with Dr. Hofmeister in connection with his appointment to the Board, which is substantially the same form as that entered into with other directors of the Company.
On March 30, 2023, the Company issued a press release announcing Dr. Bowden’s resignation and Dr. Hofmeister’s appointment as a director. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
