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
OnJanuary 20, 2021 ,Stephanie Wong was promoted to Chief Financial Officer, Secretary and Principal Financial and Accounting Officer ofCalithera 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 inApril 2014 and previously served as our Senior Vice President of Finance and Secretary until her appointment as Chief Financial Officer inJanuary 2021 . From 2009 to 2013,Ms. Wong was atSciClone 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 atKosan Biosciences Inc. , a publicly traded biotechnology company until its acquisition by Bristol-Myers Squibb Co., most recently as Senior Director and Controller. Prior to thatMs. Wong worked as an audit manager atPricewaterhouseCoopers LLP .Ms. Wong received a B.S. in Business Administration from theUniversity of California ,Berkeley and is a Certified Public Accountant (inactive) in theState of California . There are no family relationships betweenMs. 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 withMs. Wong .
(e) 2021 Performance Bonus Plan
OnJanuary 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 onJune 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 AmountSusan Molineaux , Ph.D. President and Chief Executive Officer $ 589,200 60 % $ 353,520Keith Orford , M.D., Ph.D. Chief Medical Officer $ 471,400 40 % $ 188,560 Curtis Hecht Chief Business Officer $ 414,100 40 % $ 165,640
--------------------------------------------------------------------------------
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 andMr. 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 onJanuary 3, 2022 , subject to continued service as a full-time employee as of such date.
Amendment to our 2014 Equity Incentive Plan.
OnJanuary 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)
--------------------------------------------------------------------------------
© Edgar Online, source