Item 5.02.
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
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On September 23, 2025, Dr. Gotham Makker resigned from the Board of Directors (the "Board") of the Company, effectively as of September 24, 2025. Dr. Makker's decision to resign from the Board did not involve any disagreement on any matter relating to the Company's operations, policies or practices.
On September 23, 2025, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Dr. Peter Fong, who currently serves as President of RTW Investments LP, to the Board, effective September 24, 2025.
Upon Dr. Fong's appointment to the Board, the Board granted Dr. Fong (i) 30,000 restricted stock units, which convert one-to-one to shares of the Company's common stock, par value $0.01, upon vesting ("RSUs" and such grant, the "First RSU Grant") and (ii) 23,333 RSUs (the "Second RSU Grant"). The First RSU Grant will vest in equal monthly installments over a three-year period, and the Second RSU Grant will fully vest on the first anniversary of the date of grant, in each case subject to Dr. Fong's continued service on the Board.
There are no arrangements or understandings between Dr. Fong and any other person pursuant to which Dr. Fong was appointed as a member of the Board. There are no family relationships between Dr. Fong, on the one hand, and any director, executive officer or any other person nominated or chosen by the Company to become a director or executive officer, on the other. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Dr. Fong, on the one hand, and the Company, on the other.