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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 February 7, 2022, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Onconova Therapeutics, Inc. (the “Company”) approved (i) stock option awards to purchase the Company’s common stock (the “Options”) and (ii) restricted stock unit awards covering the shares of the Company’s common stock (the “RSUs” and, together with the Options, the “Equity Awards”) for the Company’s employees, including each of the Company’s named executive officers, pursuant to the Onconova Therapeutics, Inc. 2021 Incentive Compensation Plan (the “2021 Plan”). In determining the number of shares subject to each named executive officer’s Equity Awards, the Compensation Committee considered recommendations from Radford, the Company’s independent compensation consultant. To support its recommendations, Radford utilized data from the Company’s peer group and competitive market survey data.
The Compensation Committee awarded the following Equity Awards to the Company’s named executive officers:
|Number of Shares underlying||Number of Shares subject to|
|Executive Officer||Position||the Options||the RSUs|
|Steven M Fruchtman, M.D.||President and Chief Executive Officer||191,880||63,960|
|Mark Guerin||Chief Financial Officer||62,100||20,700|
|Abraham N. Oler||Senior Vice President, Corporate Development and General Counsel||54,050||17,633|
The Options will vest over three years, one-third on the first anniversary of the date of grant and thereafter in 24 equal monthly installments over the following two years, subject to the named executive officer’s continued employment or service through the applicable vesting dates and are in all cases subject to the terms and conditions of the Company’s form of nonqualified stock option award agreement and the 2021 Plan.
The RSUs will vest 33% on the first anniversary of the date of grant, 33% on the second anniversary of the date of grant, and 34% on the third anniversary of the date of grant, subject to the named executive officer’s continued employment or service through the applicable vesting dates and are in all cases subject to the terms and conditions of the Company’s form of restricted stock unit agreement and the 2021 Plan.
|104||The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: February 9, 2022||Onconova Therapeutics, Inc.|
|By:||/s/ MARK GUERIN|
|Name: Mark Guerin|
|Title: Chief Financial Officer|