| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of New Director
On September 9, 2022, upon the recommendation of the Nominating and Governance Committee (the “Governance Committee”) of the Board of Directors (the “Board”) of Day One Biopharmaceuticals, Inc. (the “Company”), the Board increased the size of the Board to nine directors and appointed Garry Nicholson as a Class I director, effective as of September 12, 2022 (the “Effective Date”). In connection with his appointment to the Board, Mr. Nicholson has been appointed as chairperson of the Board and as a member of the Governance Committee. Julie Papanek Grant, the prior chairperson of the Board, shall continue as a member of the Board.
In connection with his appointment as a non-employee director of the Board, and in accordance with the Company’s current compensation policy for non-employee directors (the “Compensation Policy”), the Board granted Mr. Nicholson a stock option to purchase shares of the Company’s common stock with an aggregate value of $560,000, calculated in accordance with the Compensation Policy (the “Initial Grant”). The Initial Grant shall vest monthly over three years, beginning on the one-month anniversary of the Effective Date, subject, however, to Mr. Nicholson’s continued service on the Board on each vesting date.
Pursuant to the Compensation Policy, on the date of each annual meeting of the Company’s stockholders, each non-employee director who is serving on the Board prior to, and will continue to serve on the Board following, such meeting is entitled to an annual stock option grant for shares of the Company’s common stock with an aggregate value of $280,000 (the “Annual Grant”), calculated in accordance with the Compensation Policy. Mr. Nicholson will be eligible for Annual Grants, provided, that, he satisfies the requirements set forth in the Compensation Policy, including the service requirements.
The Initial Grant and any Annual Grants awarded to Mr. Nicholson will be issued under the Company’s 2021 Equity Incentive Plan and will accelerate in full upon a change of control. Mr. Nicholson will also be entitled to the applicable annual cash retainer paid to non-employee directors under the Compensation Policy.
The Company has entered into its standard form of indemnification agreement with Mr. Nicholson. The form of the indemnification agreement was previously filed by the Company as Exhibit 10.1 to the Company’s registration statement on Form S-1 (File No. 333-255754) filed with the Securities and Exchange Commission on May 26, 2021 and incorporated by reference herein.
There are no arrangements or understandings between Mr. Nicholson and any other persons, pursuant to which Mr. Nicholson was selected as a member of the Board. There are also no family relationships among any of the Company’s other directors or executive officers and Mr. Nicholson. Mr. Nicholson does not have any other direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On September 12, 2022, the Company issued a press release announcing the appointment disclosed above. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Additionally, on September 12, 2022, the Company updated its corporate presentation. A copy of the updated corporate presentation is attached as Exhibit 99.2 and is also available on the Company’s website in the Events & Presentations section at www.dayonebio.com.
The information in this Item 7.01, including Exhibits 99.1 and 99.2 to this report, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act. The information contained in this Item 7.01 and in the accompanying Exhibits 99.1 and 99.2 shall not be incorporated by reference into any other filing under the Exchange Act or under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
