Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 18, 2024, the Board of Directors (the “Board”) of Elevation Oncology, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, elected Darcy Mootz, Ph.D., to serve as a Class II director and a member of the Compensation Committee, effective immediately. Dr. Mootz’s initial term will expire at the Company’s 2026 annual meeting of stockholders. The Board has determined that Dr. Mootz is an independent director in accordance with applicable rules of the Securities and Exchange Commission (the “SEC”) and the Nasdaq Global Select Market.
Dr. Mootz currently serves as President of Architect Therapeutics, a position she has held since April 2023. She previously served as Head of Amunix Pharmaceuticals from February 2022 until April 2023 and was Chief Business Officer of Amunix from February 2019 to February 2022. Prior to joining Amunix, Dr. Mootz was an independent consultant working with venture capital firms and life sciences companies on corporate development and strategy projects. Before that, she served as Chief Business Officer of ORIC Pharmaceuticals, and, earlier, served as Vice President, Corporate Development at Achaogen. In addition to the Company’s Board, Dr. Mootz also serves on the board of directors of Alpha-9 Oncology. She received a B.S. in Biology from Duke University and a Ph.D. in Biochemistry from Harvard University.
Dr. Mootz was awarded an initial option grant for the purchase of 55,000 shares of the Company’s common stock upon election to the Board. The exercise price per share for the option was $2.74. The option will vest in equal monthly installments over a period of 36 months from the date of the grant, except that in the event of a change of control of the Company or death, the option will accelerate and become immediately exercisable. Dr. Mootz will also receive a $40,000 annual retainer for her service on the Board and an additional $5,000 annual retainer for her service on the Compensation Committee. Dr. Mootz will be eligible to receive annual equity awards upon the conclusion of each annual meeting of stockholders beginning in 2024. The annual option will vest in full on the one-year anniversary of the grant date, except that in the event of a change of control of the Company or death, the option will accelerate and become immediately exercisable.
Dr. Mootz has entered into an indemnity agreement with the Company in the form entered into with the Company’s other directors and executive officers, which was filed as Exhibit 10.1 to the Form S-1/A filed by the Company with the SEC on June 21, 2021. There are no arrangements or understandings between Dr. Mootz and any other person pursuant to which Dr. Mootz was elected as a director, and neither Dr. Mootz nor any of her immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Item 404(a) of Regulation S-K.