Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2020, Luke Evnin, Ph.D. and Patrick Baeuerle, Ph.D. each resigned as members of the board of directors (the “Board”) of Harpoon Therapeutics, Inc., a Delaware corporation (the “Company”), effective immediately. Neither Dr. Evnin’s nor Dr. Baeuerle’s resignation was the result of any disagreement between either director and the Company, its management, the Board or any committee thereof, or with respect to any matter relating to the Company’s operations, policies or practices. Dr. Baeuerle will continue as a consultant with the Company under his existing consulting agreement.
Upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board on July 1, 2020 appointed Joanne Viney, Ph.D., age 54, to the Board to serve as a Class I director until the Company’s 2023 annual meeting of stockholders, or until her successor has been duly elected and qualified, or until her earlier death, resignation or removal. Dr. Viney was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person, and will not initially serve on any committees of the Board.
Since April 2017, Dr. Viney has served as theCo-Founder and Chief Scientific Officer of Pandion Therapeutics, Inc., a biotechnology company, and as President since July 2019. From November 2015 to November 2016, Dr. Viney served as Senior Vice President, Drug Discovery at Biogen Inc. (Nasdaq: BIIB), after serving as Vice President, Immunology Research from July 2011 to October 2015. From September 2003 to April 2011, Dr. Viney served as Executive Director of Inflammation Research at Amgen, Inc. (Nasdaq: AMGN), after serving as its Director of Inflammation Research from July 2002 to August 2003. Dr. Viney serves on the boards of director of private biotechnology companies Finch Therapeutics and Quench Bio. Dr. Viney holds a Ph.D. in immunology from the University of London, St. Bartholomew’s Hospital Medical School and a BSc from the University of East London.
The Board has determined that Dr. Viney qualifies as an independent director under the independence requirements set forth under Rule 5605(a)(2) of the Nasdaq Rules and listing standards. Additionally, there are no transactions involving the Company and Ms. Viney that the Company would be required to report pursuant to Item 404(a) of RegulationS-K.
Pursuant to and subject to the terms of the Company’s currentnon-employee director compensation policy, a copy of which is incorporated by reference as Exhibit 10.10 to the Company’s Annual Report on Form10-K for the year ended December 31, 2019, filed with the SEC on March 12, 2020 (the “Form10-K”), Ms. Viney will receive an annual cash retainer of $35,000(pro-rated for 2020). In addition, pursuant to the automatic grant program of the Company’s 2019 Equity Incentive Plan, on July 1, 2020 Ms. Viney was granted an initial stock option to purchase 20,335 shares of the Company’s common stock at an exercise price of $17.49, the closing price of the Company’s common stock on the Nasdaq Stock Market on July 1, 2020. The stock option will vest in a series of three equal annual installments measured from the date of grant, subject to continued service through each vesting date, and a term of 10 years, subject to earlier termination upon cessation of continuous service.
In connection with her appointment to the Board, the Company will enter into its standard indemnification agreement with Ms. Viney, the form of which is incorporated by reference as Exhibit 10.1 to the Company’s Form10-K. Under the circumstances and to the extent provided for therein, the Company will indemnify Ms. Viney to the fullest extent permitted by applicable law against certain expenses and other amounts incurred by her as a result of her being made a party to certain actions, suits, investigations and other proceedings by reason of the fact that she is or was a director of the Company, or a director, officer, employee, agent or fiduciary of any other entity at the request of the Company.
In accordance with the Company’s bylaws, the Board reduced the size of the Board to eliminate the remaining vacancy created by the resignations discussed above, such that, effective July 1, 2020, the Board is comprised of nine (9) members.
