UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 22, 2022, the Compensation Committee (the “Committee”) of the Board of Directors of ChemoCentryx, Inc. (the “Company”) approved an increase to the base salaries to be paid to the named executive officers listed below (the “NEOs”), effective January 1, 2022 in the amount of 4% to Thomas Schall, Tausif Butt, Susan Kanaya and Markus Cappel and 1% to Rita Jain (reflecting proration based upon her October 5, 2021 start date as Chief Medical Officer). On February 22, 2022, the Committee also approved cash bonuses to be paid to the NEOs listed below for the 2021 fiscal year and approved and awarded the stock options and restricted stock units listed below to the NEOs under the Company’s the Amended and Restated 2012 Equity Incentive Award Plan. The exercise price per share of such stock options is $29.83, the closing price per share of the Company’s common stock on the Nasdaq Global Select Market on February 22, 2022. Twenty-five percent of the total number of shares of common stock subject to each NEO’s option will vest on January 1, 2023, and 1/48th of the total number of shares of common stock subject to such option will vest monthly thereafter, subject to such NEO’s continued employment or service relationship with the Company on each such vesting date. One fourth of each of the NEO’s restricted stock unit awards will vest on January 1, 2023, and the remaining three fourths of each of the NEO’s restricted stock unit awards will vest on January 1, 2024, January 1, 2025 and January 1, 2026, respectively, subject to such NEO’s continued employment or service relationship with the Company on each such vesting date.
The 2021 actual cash bonus payments, stock option grants and restricted stock unit awards are as follows:
| Name | Title | 2021 Actual Cash Bonus |
Stock Options |
Restricted Stock Unit Awards |
||||||||||
| Thomas J. Schall, Ph.D. |
President and Chief Executive Officer |
$ | 464,563 | 192,600 | 152,700 | |||||||||
| Tausif Butt |
Executive Vice President, Chief Operating Officer |
$ | 180,000 | 52,200 | 41,400 | |||||||||
| Rita Jain, M.D.(1) |
Executive Vice President, Chief Medical Officer |
$ | 65,625 | 14,700 | 11,600 | |||||||||
| Susan M. Kanaya |
Executive Vice President, Chief Financial and Administrative Officer and Secretary |
$ | 298,872 | 75,200 | 59,700 | |||||||||
| Markus J. Cappel, Ph.D. |
Chief Business Officer |
$ | 175,443 | 51,400 | 40,700 | |||||||||
| (1) | Dr. Jain’s cash bonus and equity awards reflect proration based upon her October 5, 2021 start date as Chief Medical Officer. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHEMOCENTRYX, INC. | ||||||
| Date: February 28, 2022 | ||||||
| By: | /s/ Susan M. Kanaya | |||||
| Name: Susan M. Kanaya | ||||||
| Title: Executive Vice President Chief Financial and Administrative Officer and Secretary | ||||||
Document and Entity Information |
Feb. 22, 2022 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001340652 |
| Document Type | 8-K |
| Document Period End Date | Feb. 22, 2022 |
| Entity Registrant Name | ChemoCentryx, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-35420 |
| Entity Tax Identification Number | 94-3254365 |
| Entity Address, Address Line One | 835 Industrial Road |
| Entity Address, Address Line Two | Suite 600 |
| Entity Address, City or Town | San Carlos |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94070 |
| City Area Code | (650) |
| Local Phone Number | 210-2900 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.001 per share |
| Trading Symbol | CCXI |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |