Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 7, 2022, Kurt von Emster notified the board of directors (the “Board”) of Vera Therapeutics, Inc. (the “Company”) of his resignation as a director of the Company and as Chair of the Board, effective on the date of the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting Date”). Mr. von Emster’s resignation was not the result of any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On April 11, 2022, the Board appointed Michael M. Morrissey, Ph.D., to the Board, to fill the vacancy resulting from Mr. von Emster’s resignation, and to serve as Chair of the Board, effective on the Annual Meeting Date. Dr. Morrissey will serve as a Class II Director, with an initial term expiring at the Company’s 2023 Annual Meeting of Stockholders. Dr. Morrissey was also appointed to serve on the Audit Committee of the Board and the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), also effective as of the Annual Meeting Date, succeeding Mr. von Emster on each such committee.
Contingent upon and effective as of Dr. Morrissey’s appointment to the Board, the Compensation Committee of the Board granted Dr. Morrissey a nonstatutory stock option award to purchase 40,000 shares of the Company’s Class A common stock (the “Option Grant”), in lieu of the initial stock option award to purchase 19,850 shares automatically awarded to new directors pursuant to the Company’s Non-Employee Director Compensation Policy (as it may be amended from time to time, the “Policy”). The Option Grant will vest monthly over a three-year period, subject to Dr. Morrissey’s continuous service as of each such vesting date, and is otherwise subject to the same terms set forth in the Policy for initial grants to new directors. In addition, in accordance with the Policy, Dr. Morrissey will also receive an annual cash retainer of $65,000 for his service as Chair of the Board, $7,500 for his service on the Audit Committee, and $4,000 for his service on the Nominating Committee, each of which will be pro-rated for 2022. Pursuant to the Policy, commencing with the Company’s 2023 Annual Meeting of Stockholders, Dr. Morrissey will be eligible to receive an annual option grant to purchase 9,925 shares of the Company’s Class A common stock, subject to his continuous service as of each such date. The shares subject to each such option grant would vest on the earlier of (a) the first anniversary of the date of grant and (b) the date of the Company’s next annual meeting of stockholders, subject to Dr. Morrissey’s continuous service as of each such date.
Dr. Morrissey will enter into the Company’s standard form of indemnification agreement, effective as of the Annual Meeting Date. There were no arrangements or understandings between Dr. Morrissey 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. Morrissey and the Company required to be disclosed herein.
