PROTAGONIST THERAPEUTICS,INC. (NASDAQ:PTGX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective May15, 2018, the Board of Directors (the “Board”) of Protagonist Therapeutics,Inc. (the “Company”) appointed Bryan Giraudo, to serve as a ClassIII director of the Company until the Company’s 2019 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. The Board has affirmatively determined that Mr.Giraudo is an independent director to Nasdaq’s governance listing standards and those rulesand regulations issued to the Securities Exchange Act of 1934, as amended.
Since May7, 2018, Mr.Giraudo has served as Chief Financial Officer of Gossamer Bio, a privately held San Diego based biotechnology company. Prior to joining Gossamer Bio, Mr.Giraudo was Senior Managing Director at Leerink Partners from 2009 to 2018. Before joining Leerink, Mr.Giraudo was a Managing Director with Merrill Lynch. Mr.Giraudo received his B.A. from Georgetown University.
There were no arrangements or understandings between Mr.Giraudo and any other persons 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 or 5.02(d)of Form8-K) between Mr.Giraudo and the Company required to be disclosed herein.
to the Company’s Non-Employee Director Compensation Policy (the “Policy”), Mr.Giraudo will receive annual cash compensation in the amount of $40,000 for his service on the Board. All amounts will be paid in quarterly installments in which service occurred, prorated for months of partial service. In connection with his election to the Board and to the Policy, on May15, 2018, Mr.Giraudo was granted an option to purchase 24,000 shares of common stock of the Company (the “Option”) with an exercise price of $6.45 per share, the closing price per share of the Company’s common stock on the option grant date.The Option will vest in 36 equal monthly installments, subject to Mr.Giraudo’s continuous service as a member of the Board. to the Policy, Mr.Giraudo will also be eligible to receive annual option grants to purchase an additional 12,000 shares of common stock of the Company on the date of each annual meeting of stockholders of the Company, which options will vest at the earlier of (i)one year or (ii)the next annual meeting of stockholders.
As of the time of the filing of this Current Report on Form8-K, the Board has not determined to which committees, if any, Mr.Giraudo will be appointed. If Mr.Giraudo is appointed to serve on a committee of the Board, he will be entitled to additional cash compensation in connection with such additional service.
The Company will enter into an indemnification agreement with Mr.Giraudo for his service as a director of the Company, consistent with the form of the Company’s indemnification agreement entered into with its other directors. In connection with Mr.Giraudo’s appointment, the Board increased the number of authorized directors from seven to eight.