Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Mr. Rellas to the Company's Board of Directors
On March 5, 2026, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Nicholas Rellas to serve on the Board as a Class III director until the Company's 2027 annual meeting of stockholders and until his successor is duly appointed and qualified, or until his earlier death, resignation or removal, effective on March 5, 2026.
There are no arrangements or understandings between Mr. Rellas and any other persons pursuant to which he was selected as a director. The Board has also determined that Mr. Rellas is an "independent director" as determined in accordance with Rule 5605(a)(2) of the Nasdaq Rules and listing standards. Additionally, there are no transactions involving the Company and Mr. Rellas that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Rellas' appointment to the Board and pursuant to the Company's Amended Non-Employee Director Compensation Policy, which is filed as Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-39021) filed with the Securities and Exchange Commission (the "SEC") on February 3, 2026, Mr. Rellas was awarded an initial, one-time grant of restricted stock units with a value of approximately $400,000, vesting in three equal annual installments on the date of each of the first three annual meetings of the Company's stockholders following the date of Mr. Rellas' appointment.
In connection with the aforementioned appointment to the Board, the Company entered into its standard indemnification agreement with Mr. Rellas, which is filed as Exhibit 10.6# to the Company's Current Report on Form 8-K (File No. 001-39021) filed with the SEC on June 21, 2021.