| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
On December 16, 2022, Carol L. Brosgart, M.D., notified the board of directors (the “Board”) of Mirum Pharmaceuticals, Inc. (the “Company”) of her resignation as a director of the Company and as a member of the Nominating and Corporate Governance Committee of the Board, effective December 19, 2022. Dr. Brosgart’s resignation was not the result of any dispute or disagreement with the Company on any matter related to the Company’s operations, policies or practices. Following Dr. Brosgart’s resignation, she plans to assume a new role as the Company’s senior advisor in science and policy.
(d)
On December 19, 2022, the Board, upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Lon Cardon, Ph.D., FMedSci, to the Board, effective immediately. Dr. Cardon will serve as a Class I director, with an initial term expiring at the Company’s 2023 Annual Meeting of Stockholders. Dr. Cardon will initially serve on the Nominating and Corporate Governance Committee of the Board and will succeed Carol L. Brosgart, M.D., on such committee, effective immediately.
Pursuant to the Company’s Non-Employee Director Compensation Policy (as it may be amended from time to time, the “Policy”), Dr. Cardon was granted a stock option to purchase 34,000 shares of the Company’s common stock in connection with his appointment to the Board, which will vest in three equal annual installments measured from the date of grant, subject to Dr. Cardon’s continuous service as of each such date. In addition, in accordance with the Policy, Dr. Cardon will also receive an annual cash retainer of $40,000 for his Board service and $4,000 for his service on the Nominating and Corporate Governance Committee thereof, each of which will be pro-rated for 2022. In addition, commencing with the Company’s 2023 Annual Meeting of Stockholders, Dr. Cardon will be eligible to receive an annual option grant to purchase 17,000 shares of the Company’s common stock, which amount shall be pro-rated in accordance with the Policy by the number of full months served on the Board as of such meeting, rounded to the nearest whole share, and subject to his continuous service as of each such date.
Dr. Cardon has entered into the Company’s standard form of indemnification agreement. There were no arrangements or understandings between Dr. Cardon and any other persons pursuant to which he was selected as a director, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between Dr. Cardon and the Company required to be disclosed herein.
