| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 25, 2020, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Vaccinex, Inc. (the “Company”), approved the award of options under the Company’s 2018 Omnibus Incentive Plan to certain named executive officers and the principal financial officer of the Company as follows: (i) Maurice Zauderer, President and Chief Executive Officer, options to purchase 28,400 shares of the common stock of the Company (“Common Stock”), (ii) each of Ernest Smith, Senior Vice President and Chief Scientific Officer, and Raymond Watkins, Senior Vice President and Chief Operating Officer, options to purchase 8,000 shares of Common Stock, and (iii) Scott Royer, Chief Financial Officer, options to purchase 2,000 shares of Common Stock. Subject to the terms of the respective award notices, these options vest on the first four anniversaries of the date of grant in equal installments. The options expire the day before the tenth anniversary of the date of grant, except for Dr. Zauderer’s options, which expire the day before the fifth anniversary of the date of grant. The grant price of these options will be the fair market value as of February 25, 2020, except for Dr. Zauderer’s options, which will have a grant price of 110% of the fair market value as of such date.
In addition, on February 25, 2020, the Compensation Committee approved a 3% cost of living base salary adjustment for Dr. Zauderer, Dr. Smith, Mr. Watkins, and Mr. Royer resulting in a base salary of $359,881, $251,534, $251,534, and $233,398, respectively.
The descriptions of the option awards are qualified in their entirety by reference to theform of option award agreement filed as Exhibit 10.7 to the Company’s Registration Statement on FormS-1 filed on July 23, 2018, which is hereby incorporated by reference into this Item 5.02.
