UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 24, 2024, the Board of Directors (the “Board”) of Structure Therapeutics Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Angus Russell to the Board, effective August 26, 2024. Mr. Russell will serve as a Class I director, with an initial term expiring at the Company’s 2027 Annual Meeting of Shareholders, and as a member of the Audit Committee of the Board (the “Audit Committee”). The Board has determined that Mr. Russell is an independent director under the listing standards of the Nasdaq Stock Market LLC (“Nasdaq”) and meets the additional independence and financial literacy eligibility requirements for audit committee members pursuant to Nasdaq Rule 5605(c)(2) and Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Upon Mr. Russell’s appointment to the Audit Committee, Ted Love, M.D. transitioned off the Audit Committee.
In accordance with the Company’s Non-Employee Director Compensation Policy (the “Compensation Policy”), Mr. Russell was granted an initial share option to purchase 75,000 of the Company’s ordinary shares (equivalent to 25,000 ADSs), in connection with his appointment to the Board, which will vest in 36 equal monthly installments measured from the date of grant, subject to Mr. Russell’s continuous service as of each such date. In addition, in accordance with the Compensation Policy, Mr. Russell will also receive annual cash retainers of $45,000 for his Board service and $10,000 for his service as a member of the Audit Committee, both of which will be pro-rated for 2024.
Mr. Russell has entered into the Company’s standard form of indemnification agreement which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-269200) filed with the Securities and Exchange Commission on January 12, 2023. There were no arrangements or understandings between Mr. Russell and any other persons pursuant to which he 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 Mr. Russell and the Company required to be disclosed herein.
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 thereunto duly authorized.
| Structure Therapeutics Inc. | ||
| Date: August 27, 2024 | By: | /s/ Raymond Stevens |
| Raymond Stevens, Ph.D. | ||
| Chief Executive Officer | ||