Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2020, the Board of Directors (the "Board") of Jounce
Therapeutics, Inc. (the "Company"), upon recommendation of the Board's
Nominating and Corporate Governance Committee, increased the size of the Board
by one member and appointed Robert Iannone, M.D., M.S.C.E. as a director and as
a member of the Science and Technology committee of the Board, effective
immediately. Dr. Iannone has been designated as a Class I director to serve in
accordance with the Company's Amended and Restated By-Laws until the Company's
2021 Annual Meeting of Stockholders or until his successor has been duly elected
and qualified, or until his earlier death, removal, or resignation.
Dr. Iannone has served as the Executive Vice President, Research and Development
of Jazz Pharmaceuticals plc since May 2019. Previously, he served as the Chief
Medical Officer and Head of Research and Development at Immunomedics, Inc. from
April 2018 until May 2019. Dr. Iannone has also held leadership roles at
AstraZeneca and Merck & Co. At AstraZeneca, from July 2014 until April 2018, he
was employed in the roles of Senior Vice President and Head of Immuno-oncology,
Global Medicines Development. At Merck & Co., Dr. Iannone served in various
roles, culminating his role as Executive Director and Section Head of Oncology
Clinical Development. Dr. Iannone received a B.S. from The Catholic University
of America, an M.D. from the Yale School of Medicine and an M.S.C.E. from the
University of Pennsylvania Perelman School of Medicine.
In accordance with the Company's non-employee director compensation policy, Dr.
Iannone will receive annual cash compensation of $35,000 as a member of the
Board and $5,000 as a member of the Science and Technology committee of the
Board, as well as reimbursement for reasonable travel and other expenses
incurred in connection with attending meetings of the Board and committees
thereof. He was granted an option to purchase 31,400 shares of the Company's
common stock, par value $0.001 per share, with an exercise price equal to the
closing price of the Company's common stock on the Nasdaq Global Select Market
on the date of his appointment, which option will vest in equal quarterly
installments during the twelve quarters following the grant date, subject to Dr.
Iannone's continued service on the Board. Dr. Iannone also will enter into a
standard form of indemnification agreement with the Company, in the form that is
filed as Exhibit 10.12 to the Company's Registration Statement on Form S-1 (File
No. 333-215372), filed with the Securities and Exchange Commission on December
30, 2016.
There are no arrangements or understandings between Dr. Iannone and any other
person pursuant to which Dr. Iannone was elected as a director. There are no
transactions in which Dr. Iannone has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses