Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(d)
On January 7, 2020, the board of directors (the "Board") of Sutro Biopharma,
Inc. (the "Company") appointed James Panek as a Class II director and member of
the Science and Technology Committee, effective immediately.
In connection with his election as a non-employee director of the Board, Mr.
Panek will receive a pro rata portion of the $40,000 annual retainer for service
as a director for the remaining portion of the year, and a pro rata portion of
the $5,000 annual retainer for service as a member of the Science and Technology
Committee for the remaining portion of the year, each in accordance with the
Company's existing compensation policy for non-employee directors. In addition,
the Board granted to Mr. Panek, effective January 7, 2020, a stock option to
purchase 24,000 shares of common stock at an exercise price equal to the closing
sale price of the common stock on January 7, 2020, as reported by the Nasdaq
Global Market, which will vest monthly over three years, subject to Mr. Panek's
continued service to the Company.
The Company has entered into its standard form of indemnification agreement with
Mr. Panek. The form of the indemnification agreement was previously filed by the
Company as Exhibit 10.1 to the Company's Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on September 17, 2018
and incorporated by reference herein.
There are no arrangements or understandings between Mr. Panek and any other
persons pursuant to which Mr. Panek was selected as a member of the Board. There
are also no family relationships between Mr. Panek and any director or executive
officer of the Company, nor does Mr. Panek have a direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
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