| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Repricing of Designated Underwater Options
On October 17, 2023, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of NGM Biopharmaceuticals, Inc. (the “Company”) approved an option repricing, which will be effective on the second business day following the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Effective Date”). The repricing generally applies to options to purchase shares of the Company’s common stock that: (i) were granted under the Company’s 2008 Equity Incentive Plan (the “2008 Plan”) or the Company’s Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan” and collectively with the 2008 Plan, the “Plans”); (ii) as of the Effective Date, are held by the Company’s then-current employees (subject to the caveat below); and (iii) have an exercise price per share greater than $5.00 (taking into consideration the exception described below, the “Eligible Options”). The Eligible Options include underwater options held by each of David J. Woodhouse, Ph. D., the Company’s Chief Executive Officer (options to purchase 2,449,846 shares with original exercise prices ranging from $7.54 to $31.93), Hsiao D. Lieu, M.D., Executive Vice President and Chief Medical Officer of the Company (options to purchase 615,000 shares with original exercise prices ranging from $5.36 to $31.93) and Valerie Pierce, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary of the Company (options to purchase 450,000 shares with original exercise prices ranging from $13.42 to $31.93), but exclude underwater options of Siobhan Nolan Mangini who, as previously announced by the Company, is stepping down as President and Chief Financial Officer on December 1, 2023. Options held by non-employee members of the Board are not eligible for the repricing.
As of the Effective Date, the Eligible Options will be immediately repriced such that the exercise price per share for such options will be reduced to the closing price of the Company’s common stock on the Effective Date, subject to certain retention requirements outlined below. If an employee exercises an Eligible Option in advance of the end of the relevant Retention Period (as defined below), such employee will be required to pay a premium exercise price equal to the original exercise price per share of such Eligible Option. There will be no changes to the number of shares underlying the Eligible Options or to the vesting schedules or expiration dates of the Eligible Options.
In order to exercise the Eligible Options at the reduced exercise price, holders of the Eligible Options are required to remain in service with the Company through the end of the relevant Retention Period (as hereinafter defined). The “Retention Period” begins on the Effective Date and ends on the earliest of the following: (i) the date 12 months (or, in the case of Eligible Options held by Dr. Woodhouse that are unvested as of the Effective Date, 18 months) following the Effective Date; (ii) a Change in Control (as defined in the applicable Plan) if the Eligible Option is not assumed or continued by the successor or acquiror entity (or its parent company) in such Change in Control or substituted for a similar award of the successor or acquiror entity (or its parent company); and (iii) the optionholder’s Qualifying Termination (as hereinafter defined). A “Qualifying Termination” for purposes of the repricing means the applicable optionholder’s termination of Continuous Service (as defined in the applicable Plan) (i) due to such individual’s death or Disability (as defined in the applicable Plan), (ii) by the Company (or successor entity in a Change in Control) other than for Cause (as defined in the applicable Plan) or (iii) due to such individual’s resignation on or following a Change in Control under certain circumstances constituting “Good Reason.” “Good Reason” is defined as set forth in the employee’s offer letter or other written agreement with the Company, or in the absence of such definition, generally means such employee’s resignation upon a substantial reduction of base salary or a relocation of such employee’s principal place of employment, after complying with a specified notice and cure period.
The Committee approved the repricing after multiple meetings, careful consideration of various alternatives and a review of other applicable factors with the advice of the Company’s independent compensation consultant. The Committee designed the repricing, with the premium exercise price applicable during the Retention Period, to provide added incentive to retain and motivate the holders of the Eligible Options to continue to work in the best interests of the Company and its stockholders without incurring the stock dilution resulting from significant additional equity grants or significant additional cash expenditures resulting from additional cash compensation. As of the date of approval of the repricing, nearly all of the stock options held by Company employees were “underwater,” with exercise prices well above the current market price of the Company’s common stock. The total number of shares underlying
