Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
On July 8, 2019, the Board of Directors (the “Board”) of Deciphera
Pharmaceuticals, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed Susan L. Kelley, M.D. to the Board, effective July 8, 2019. Dr. Kelley will serve as a Class II
director of the Company, to hold office until the date of the annual meeting of stockholders following the year ending December 31, 2021 or until her earlier death, resignation or removal. Dr. Kelley was also appointed to the Board’s
Compensation Committee.
Pursuant to the Company’s
Non-Employee
Director Compensation Policy (the
“Policy”), the Board granted Dr. Kelley an option to purchase 24,000 shares of the Company’s common stock at an exercise price equal to the closing market price per share of the Company’s common stock on the NASDAQ Stock
Market on the date of grant. The options will vest in equal monthly installments over a three-year period, subject to Dr. Kelley’s continued service on the Board.
Dr. Kelley has entered into the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.4 to Amendment No. 3 to the
Company’s Registration Statement on Form
S-1
filed on September 22, 2017.
Dr. Kelley, age 64, will
serve as a member of the Board as of July 8, 2019. She also serves as a member of the board of directors of ArQule, Inc., a publicly traded biotechnology company, Daré Bioscience, Inc. (formerly Cerulean Pharma, Inc.), a publicly traded
biopharmaceutical company and Vascular Biogenics Ltd., a publicly-traded biotechnology company. From 2013 to 2015, Dr. Kelley served on the board of directors of Alchemia Pty Ltd., a publicly-traded biopharmaceutical company and on the Board of
Directors of Immune Design Corp. from 2016 until its acquisition by Merck & Co. in April 2019. From 2008 to 2011, Dr. Kelley served as Chief Medical Officer of the Multiple Myeloma Research Consortium and its sister organization, the
Multiple Myeloma Research Foundation. From 2001 to 2008, Dr. Kelley held positions of increasing responsibility at Bayer Healthcare Pharmaceuticals and Bayer-Schering Pharma, including Vice President, Global Clinical Development Therapeutic
Area Head – Oncology. Prior to joining Bayer, Dr. Kelley worked at Bristol-Myers Squibb in Oncology and Immunology drug development where she held positions of increasing responsibility, ultimately serving as Executive Director, Oncology
Clinical Research. Dr. Kelley was a Fellow in Medical Oncology and Clinical Fellow in Medicine at Dana-Farber Cancer Institute, Harvard Medical School, and a Fellow in Medical Oncology and Pharmacology at Yale University School of Medicine,
where she also served as a Clinical Assistant Professor of Medicine. Dr. Kelley received her A.B. from Colgate University and her M.D. from Duke University School of Medicine. We believe that Dr. Kelley’s experience in life sciences
and clinical development, as well as her experience as a director of biotechnology companies qualifies her to serve on our board of directors.
There are
no arrangements or understandings between Dr. Kelley and any other person pursuant to which Dr. Kelley was appointed as a member of the Board. There are no family relationships between Dr. Kelley, 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. Kelley, on the one hand, and the Company, on the other.
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