THRX Theseus Pharmaceuticals Inc

On May 17, 2022, based upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Theseus Pharmaceuticals, Inc. (the “Company”), the Board expanded the size of the Board from five to six directors and appointed Donald J. Hayden, Jr. to the Board as a Class III director, to serve until the annual meeting of stockholders held in 2024 or until his successor is duly elected and qualified, effective immediately. A copy of the press release announcing the appointment of Mr. Hayden is attached as Exhibit 99.1 and incorporated herein by reference.

Pursuant to the Company’s non-employee director compensation policy, Mr. Hayden was granted a stock option to purchase 60,000 shares of the Company’s common stock. The stock option will vest monthly over 36 months, subject to Mr. Hayden’s continuous service through the applicable vesting date. Mr. Hayden will also receive an annual fee of $35,000 for service as a director. In addition, Mr. Hayden will be eligible to receive, upon the conclusion of each annual meeting of stockholders, starting with the annual meeting of stockholders held in 2023, a stock option grant to purchase 30,000 shares of common stock. The stock option will vest in full on the earlier of (i) the one-year anniversary of the date of grant or (ii) the day prior to the date of the annual meeting of stockholders next following the date the annual equity award is granted, in each case, subject to Mr. Hayden’s continuous service through the applicable vesting date. The Company’s non-employee director compensation policy is described in further detail in the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 25, 2022 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended.

Mr. Hayden and the Company also entered into an indemnification agreement requiring the Company to indemnify him to the fullest extent permitted under Delaware law with respect to his service as a director. The indemnification agreement will be in the form entered into with the Company’s other directors and executive officers. This form is attached hereto as Exhibit 99.2.

There are no transactions between Mr. Hayden and the Company that would be reportable under Item 404(a) of Regulation S-K, and no arrangements or understandings with any persons pursuant to which he was selected as a director. The Board has determined that Mr. Hayden is an independent director in accordance with applicable rules of the Securities and Exchange Act of 1934, as amended, and the listing standards of The Nasdaq Stock Market.