Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On March 27, 2024, the Board of Directors (the “Board”) of Third Harmonic Bio, Inc. (the “Company”), following a recommendation from the Nominating and Governance Committee of the Board, appointed Geoff McDonough to serve as a Class III director of the Company. Mr. McDonough will serve until the earliest to occur of the Company’s 2025 annual meeting of stockholders and until his successor is duly elected and qualified, or until his death, resignation, disqualification or removal.
Mr. McDonough’s compensation will be as provided under the Company’s non-employee director compensation program (the “Non-Employee Director Compensation Program”), as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2023.
In connection with his appointment as a non-employee director of the Board and consistent with the Non-Employee Director Compensation Program, Mr. McDonough will receive (i) a pro-rated annual retainer fee of $40,000, which is payable quarterly, and (ii) an initial award of stock options to acquire 60,000 shares of the common stock, pursuant to the vesting schedule and terms, to be designated by the Board, subject to Mr. McDonough’s continued service as a director on the Board (the “Initial Award”).
There is no arrangement or understanding between Mr. McDonough and any other persons pursuant to which Mr. McDonough was selected as a director. Mr. McDonough is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company has entered into its standard form of indemnification agreement with Mr. McDonough. The form of the indemnification agreement was previously filed by the Company as Exhibit 10.10 to the Company’s Form S-1/A filed with the Securities and Exchange Commission on September 8, 2022 and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On March 28, 2024, the Company issued a press release reflecting the matters disclosed above. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information furnished in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1934, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 - Financial Statements and Exhibits
