Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b)
On December 14, 2018, Frank B. McGuyer notified Bellicum Pharmaceuticals, Inc. (the Company) of his resignation from his position as a member
of the Companys Board of Directors (the Board), to be effective December 20, 2018.
(d)
Upon recommendation of the Nominating and Governance Committee of the Board, on December 19, 2018, the Board appointed Judith Klimovsky, M.D. as a
Class II director, to be effective upon the date of Mr. McGuyers resignation, to serve in such capacity until the Companys 2019 annual meeting of stockholders. In connection with her appointment as a director, the Board also
appointed Dr. Klimovsky to serve as a member of the Science Committee of the Board (the Science Committee).
Dr. Klimovsky will
receive compensation for her service as a director and Science Committee member in accordance with the Companys
Non-Employee
Director Compensation Policy (the Compensation Policy). The
Compensation Policy provides for annual cash compensation of $40,000 for service on the Board and $5,000 for service on the Science Committee, payable in equal quarterly installments, and prorated based on days served in the applicable fiscal year.
Dr. Klimovsky will also receive an additional
per-meeting
attendance fee of $1,000, not to exceed $7,000 annually, for each Science Committee meeting held in excess of five meetings per year. Pursuant to
the Compensation Policy, on December 20, 2018, Dr. Klimovsky will be granted a stock option to purchase 50,000 shares of the Companys common stock, which will vest in equal monthly installments over a three year period, and a
separate stock option to purchase 12,500 shares of the Companys common stock, which will vest in equal monthly installments until the date of the Companys 2019 annual meeting of stockholders. In addition, Dr. Klimovsky will enter
into the Companys standard form of indemnification agreement for its directors and executive officers.
There is no arrangement or understanding
between Dr. Klimovsky and any other person pursuant to which Dr. Klimovsky was appointed as a director. There are no transactions between the Company and Dr. Klimovsky that would require disclosure under Item 404(a) of Regulation
S-K promulgated
under the Securities Act of 1933.