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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of Suzanne Sawochka Hooper and Douglas Rohlen as Directors
On August 6, 2020, the Board of Directors (the “Board”) of Eidos Therapeutics, Inc. (the “Company”) appointed Suzanne Sawochka Hooper and Douglas “Duke” Rohlen, as members of the Board, effective August 6, 2020. Upon joining the Board, Ms. Hooper and Mr. Rohlen became members of the Board’s audit committee, replacing Eric Aguiar and Rajeev Shah, with Mr. Rohlen as Chair.
Suzanne Sawochka Hooper, age 54, previously served as executive vice president and general counsel at Jazz Pharmaceuticals, Inc. from March 2012 through February 2019. Prior to joining Jazz, Ms. Hooper was a partner at the law firm of Cooley LLP, representing a broad range of companies and investors in the life sciences industry and working with boards of directors and senior management teams on complex legal and strategic matters, including mergers and acquisitions. Ms. Hooper has been a member of the Board of Directors of NGM Biopharmaceuticals, Inc. since 2018.
Douglas “Duke” Rohlen, age 52, is the founder and Chief Executive Officer of Ajax Health, a holding company that funds and operates innovative healthcare companies, where he has served since May 2017. Prior to that, from December 2013 to May 2019, he co-founded and served as the chairman and Chief Executive Officer of EPIX Therapeutics, which was acquired by Medtronic in 2019. He also co-founded and served as Chief Executive Officer of Spirox, which was acquired by Entellus in 2017; and CV Ingenuity, which was acquired by Covidien in 2013. Previously Mr. Rohlen was the president of Foxhollow Technologies.
Upon their appointments to the Board, each of Ms. Hooper and Mr. Rohlen was granted an option to purchase 21,447 shares of the Company’s common stock, at an exercise price of $41.42 per share, the closing price of the Company’s common stock on the Nasdaq Global Select Market on August 6, 2020, the day of Ms. Hooper and Mr. Rohlen’s appointment (the “Option Grants”). Each of Ms. Hooper and Mr. Rohlen was also granted a restricted stock unit award of 4,526 shares of the Company’s common stock on August 6, 2020 (the “RSU Awards”). The shares underlying each of the Option Grants and RSU Awards will vest in three equal annual installments during the three years following the effective date of Ms. Hooper and Mr. Rohlen’s respective appointments to the Board, subject in each case to Ms. Hooper and Mr. Rohlen’s continued service on the Board. Additionally, Ms. Hooper and Mr. Rohlen will be entitled to cash retainers in accordance with the Policy (as defined below in Item 8.01).
The Company has also entered into an indemnification agreement with each of Ms. Hooper and Mr. Rohlen in substantially the same form entered into with the other directors of the Company.
There are no arrangements or understandings between each of Ms. Hooper and Mr. Rohlen and any other persons pursuant to which they were selected as directors of the Company. Neither Ms. Hooper nor Mr. Rohlen is a party to any current or proposed transaction with the Company for which disclosure would be required under Item 404(a) of Regulation S-K.