Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On March 15, 2024, Terry McGuire informed Alector, Inc. (the “Company”) of his resignation as a member of the Board of Directors (the “Board”) and all committees and subcommittees thereof, effective close of business March 20, 2024. Mr. McGuire is retiring from the Board for personal reasons, after many years of dedicated service, and not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Company thanks Mr. McGuire for his service and wishes him the best in his future endeavors.
Appointment of Directors
On March 19, 2024 (the “Appointment Date”), each of Errol De Souza, Ph.D. and Mark Altmeyer was appointed to the Board. Dr. De Souza will serve as a Class II director, with a term expiring at the Company’s 2026 annual meeting of stockholders, and Mr. Altmeyer will serve as a Class III director, with a term expiring at the Company’s 2024 annual meeting of stockholders. Upon joining the Board, Dr. De Souza is appointed to the Compensation and Audit Committees of the Board. Mr. Altmeyer is appointed to the Audit and Corporate Governance and Nominating Committees of the Board.
Upon the effectiveness of the appointment of Dr. De Souza and Mr. Altmeyer, the size of the Board was increased from eight to ten directors. The size of the Board was subsequently reduced to nine directors, effective immediately following the effectiveness of Mr. McGuire’s resignation.
Each of Dr. De Souza and Mr. Altmeyer will be compensated in accordance with the Company’s Outside Director Compensation Policy for non-employee directors, as may be amended from time to time, filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on February 27, 2024. On the Appointment Date, each of Dr. De Souza and Mr. Altmeyer was automatically granted a nonstatutory stock option to purchase 19,420 shares of Common Stock of the Company (the “Option Award”) and 41,250 restricted stock units that settle in shares of Common Stock of the Company (the “RSU Award”). Each Option Award will vest as to 1/48th of the shares subject to the Option Award on the one-month anniversary of the Appointment Date and as to 1/48th of the shares subject to the Option Award each month thereafter, in each case subject to each of Dr. De Souza and Mr. Altmeyer continuing to be a service provider through the applicable vesting date. Each RSU Award will vest as to 1/12th of the shares subject to the RSU Award on the first Quarterly Vesting Date (as defined below) that occurs on or following the date that is three months after the Appointment Date, and as to 1/12th of the shares on each Quarterly Vesting Date thereafter, in each case subject to each of Dr. De Souza and Mr. Altmeyer continuing to be a service provider through the applicable vesting date. “Quarterly Vesting Date” means each of March 1, June 1, September 1, and December 1. Each Option Award and RSU Award will become fully vested and exercisable immediately prior to a change in control transaction, subject to each of Dr. De Souza and Mr. Altmeyer continuing to be a service provider through such change in control. Each of Dr. De Souza and Mr. Altmeyer will also be reimbursed for out-of-pocket expenses incurred in connection with his attendance at Board meetings.
Each of Dr. De Souza and Mr. Altmeyer will be eligible for further equity awards on the same terms as other continuing non-employee members of the Board. Each of Dr. De Souza and Mr. Altmeyer also executed the Company’s standard form of indemnification agreement, which is attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 7, 2019 (File No. 333-229152).
There is no arrangement or understanding between Dr. De Souza or Mr. Altmeyer, and any other persons pursuant to which Dr. De Souza or Mr. Altmeyer was elected as a director. In addition, neither Dr. De Souza nor Mr. Altmeyer is a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
