| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective on August 7, 2024, the Board of Directors (the “Board”) of Aligos Therapeutics, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”), approved an increase in the number of authorized directors on the Board to seven and appointed Heather Preston, M.D. and Margarita Chavez, J.D., to the Board to fill the newly created directorships resulting from the increase in the number of authorized directors. Each of Dr. Preston and Ms. Chavez was appointed as a Class II director with a term expiring at the 2025 annual meeting of stockholders and until their successor has been elected and qualified. Ms. Chavez will serve on the Audit Committee of the Board (the “Audit Committee”) and Dr. Preston will serve as a member, and the chair, of the Nominating Committee.
Pursuant to the Company’s non-employee director compensation program, as a non-employee director, each of Dr. Preston and Ms. Chavez will receive (i) a $40,000 annual retainer for their service on the Board, prorated for the remainder 2024 and (ii) an automatic initial grant of a stock option to purchase 120,000 shares of Common Stock under the Company’s 2020 Incentive Award Plan. Ms. Chavez will receive additional annual cash compensation of $7,500 for her service as a member of the Audit Committee and Dr. Preston will receive additional annual cash compensation of $8,000 for her service as the chair of the Nominating Committee, both prorated for the remainder of 2024.
The foregoing description is qualified in its entirety by reference to the text of the Company’s non-employee director compensation program, the form of which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2024.
Neither Dr. Preston nor Ms. Chavez has a relationship requiring disclosure under Item 404(a) of Regulation S-K and neither Dr. Preston nor Ms. Chavez is a party to any arrangement or understanding with any other person pursuant to which she was selected as a director.
In addition, each of Dr. Preston and Ms. Chavez will enter into the Company’s standard indemnification agreement for directors and executive officers, the form of which was filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 9, 2020.