Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

(c) Appointment of Principal Financial Officer



On January 20, 2021, Stephanie Wong was promoted to Chief Financial Officer,
Secretary and Principal Financial and Accounting Officer of Calithera
Biosciences, Inc. Ms. Wong was previously Senior Vice President of Finance and
Secretary and Principal Accounting Officer. Susan M. Molineaux, Ph.D., our
President and Chief Executive Officer, previously served as Principal Financial
Officer.

Ms. Wong joined us in April 2014 and previously served as our Senior Vice
President of Finance and Secretary until her appointment as Chief Financial
Officer in January 2021. From 2009 to 2013, Ms. Wong was at SciClone
Pharmaceuticals, Inc., a publicly traded, commercial-stage pharmaceutical
company, most recently as Vice President, Finance and Controller. From 2008 to
2009, Ms. Wong was Senior Director, Finance at AcelRx Pharmaceuticals Inc. From
2001 to 2008, Ms. Wong held various positions at Kosan Biosciences Inc., a
publicly traded biotechnology company until its acquisition by Bristol-Myers
Squibb Co., most recently as Senior Director and Controller. Prior to that
Ms. Wong worked as an audit manager at PricewaterhouseCoopers LLP. Ms. Wong
received a B.S. in Business Administration from the University of California,
Berkeley and is a Certified Public Accountant (inactive) in the State of
California.

There are no family relationships between Ms. Wong and any director, executive
officer, or any person nominated or chosen by us to become a director or
executive officer. Ms. Wong is not a party to any current or proposed
transaction with us for which disclosure is required under
Item 404(a) of Regulation S-K. We previously entered into our standard form of
indemnification agreement with Ms. Wong.

(e) 2021 Performance Bonus Plan



On January 20, 2021, the Compensation Committee approved our 2021 Performance
bonus program for our named executive officers. The 2021 annual performance
bonuses for each named executive officer (as set forth in our proxy statement
for our Annual Meeting of Stockholders held on June 9, 2020), other than
Dr. Susan Molineaux, will be based upon the achievement of corporate performance
goals (80%) and individual performance goals (20%). Dr. Susan Molineaux's annual
performance bonus will be based solely upon the achievement of corporate
performance goals. The corporate performance goals relate to the advancement of
our clinical trials, business and corporate development objectives,
collaboration objectives and financial management objectives. The individual
performance goals will consist of a subjective assessment of each named
executive officer's individual contributions to us. The following table sets
forth the base salary and target bonuses for 2021:



                                                              Total 2021 Target
                                                                 Performance
                                                                 Bonus as a                Total 2021 Target
                                                                Percentage of              Performance Bonus
Name                               2021 Base Salary              Base Salary                    Amount
Susan Molineaux, Ph.D.
President and Chief
Executive Officer                  $         589,200                          60 %        $           353,520
Keith Orford, M.D., Ph.D.
Chief Medical Officer              $         471,400                          40 %        $           188,560
Curtis Hecht
Chief Business Officer             $         414,100                          40 %        $           165,640

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Retention Program



The Compensation Committee also approved a retention program, or the Retention
Program, pursuant to which our executive officers and non-executive employees
were granted restricted stock units, or RSUs, pursuant to our 2014 Equity
Incentive Plan, or the Plan. Pursuant to the Retention Program, Dr. Orford and
Mr. Hecht were each granted RSUs covering 150,000 shares of common stock. The
RSUs granted pursuant to the Retention Program will vest based on either the
achievement of certain performance-based milestones or on January 3, 2022,
subject to continued service as a full-time employee as of such date.

Amendment to our 2014 Equity Incentive Plan.



On January 20, 2021, the Compensation Committee amended our 2014 Equity
Incentive Plan, or the Amended Plan, so that we may satisfy any tax withholding
obligation relating to an equity awards up to the maximum amount of tax allowed
by law.

The foregoing description of the terms of the Amended Plan do not purport to be
complete and is qualified in its entirety by reference to the full text of the
Amended Plan, a copy of which is filed with this report.



Item 9.01. Exhibits.


(d)  Exhibits.



Exhibit
  No.       Description

 99.1         2014 Equity Incentive Plan, as amended.

104         Cover Page Interactive Data File (the cover page XBRL tags are
            embedded within the Inline XBRL document)

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