Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 7, 2024, the board of directors (the “Board”) of Vera Therapeutics, Inc. (the “Company”) appointed Christy Oliger to the Board, effective immediately. Ms. Oliger will serve as a Class III Director, with an initial term expiring at the Company’s 2027 Annual Meeting of Stockholders. Ms. Oliger was also appointed to serve on the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), effective as of her appointment to the Board.
Contingent upon and effective as of Ms. Oliger’s appointment to the Board, Ms. Oliger was automatically granted a nonstatutory stock option award (the “Option Grant”) to purchase 25,000 shares of the Company’s Class A common stock (“Common Stock”), pursuant to the Company’s Amended and Restated Non-Employee Director Compensation Policy (as it may be amended from time to time, the “Policy”). The Option Grant will vest monthly over a three-year period, subject to Ms. Oliger’s continuous service as of each such vesting date, and is otherwise subject to the same terms set forth in the Policy for initial grants to new directors. In addition, in accordance with the Policy, Ms. Oliger will also receive an annual cash retainer of $40,000 for her service as on the Board, and $4,000 for her service on the Nominating Committee, each of which will be pro-rated for 2024. Pursuant to the Policy, commencing with the Company’s 2025 Annual Meeting of Stockholders, Ms. Oliger will be eligible to receive an annual option grant to purchase the lesser of (i) 14,000 shares of Common Stock and (ii) the maximum number of shares of Common Stock that would result in the option having a grant date fair value of not more than $400,000, subject to her continuous service as of such date. The shares subject to each such option grant would vest on the earlier of (a) the first anniversary of the date of grant and (b) the date of the Company’s next annual meeting of stockholders, subject to Ms. Oliger’s continuous service as of each such date.
In respect of consulting services provided to the Company prior to her election to the Board, on June 7, 2024, the Compensation Committee of the Board granted Ms. Oliger restricted stock units covering 2,987 shares of Common Stock, pursuant to and subject to the terms and conditions of the Company’s 2021 Equity Incentive Plan (the “RSUs”). The RSUs are fully vested as to service, and shall settle on a date in 2025 to be selected by the Company.
Ms. Oliger will enter into the Company’s standard form of indemnification agreement. There were no arrangements or understandings between Ms. Oliger and any other persons pursuant to which she was selected as a director, and 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 Ms. Oliger and the Company required to be disclosed herein.
