AgeX Therapeutics, Inc. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers


The disclosure set forth in Item 2.01 of this Current Report on Form 8-K under the sections titled "Directors and Executive Officers," "Director Compensation" and "Executive Compensation" is incorporated by herein by reference.


Resignation of Directors and Termination of Executive Officers


In accordance with the terms of the Merger Agreement, (i) both Dr. Joanne M. Hackett and Dr. Jean-Christophe Renondin resigned from AgeX's board of directors and all respective committee membership of AgeX's board of directors, effective as of the effective time of the Merger and (ii) Dr. Hackett was terminated as interim CEO of the Company effective as of the effective time of the Merger.


Committee Composition


On March 27, 2024, the Company's board of directors confirmed that the board would continue to have three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Company's board of directors appointed the following members to the Audit Committee: Steven Mintz (Chair) and Remy Gross. The Company's board of directors appointed the following members to the Compensation Committee: J. Milton Harris, Ph.D. (Chair), Gregory M. Bailey, M.D., and Steven Mintz. The Company's board of directors appointed the following members to the Nominating and Corporate Governance Committee: J. Milton Harris, Ph.D. (Chair), Remy Gross and Richard Marshall, M.D., Ph.D.


Director Compensation Program


Following the Merger, on March 27, 2024, the Company's board of directors adopted a new outside director compensation policy (the "Director Compensation Policy"). The Director Compensation Policy, which became effective April 1, 2024, provides that each non-employee director will receive an annual retainer of $40,000, an annual retainer of $60,000 for serving as chair of the board, a $10,000 annual retainer for serving as the chair of the Audit Committee, a $5,000 annual retainer for serving as a member of the Audit Committee, a $5,000 annual retainer for serving as the chair of the Compensation Committee, a $2,500 annual retainer for serving as a member of the Compensation Committee, a $5,000 annual retainer for serving as the chair of the Nominating and Corporate Governance Committee, and a $2,500 annual retainer for serving on the Nominating and Corporate Governance Committee, in each case to be paid quarterly in arrears and prorated based on the number of actual days served on the board or applicable committee. Each non-employee director who serves as a committee chair of the board will receive the cash retainer fee as the chair of the committee but not the cash retainer fee as a member of that committee, provided that the non-employee director who serves as the non-employee chair of the board will receive the annual retainer fees for such role as well as the annual retainer fee for service as a non-employee director. The above-listed fees for service as non-employee chair of the board or a chair or member of any committee are payable in addition to the non-employee director retainer.


In addition, the Director Compensation Policy provides that each individual who is a non-employee director as of the effective date of the policy will be granted an award of stock options to purchase 40,000 shares of the Company's common stock (the "Transition Award"). The Transition Award will be granted automatically on the effective date of the policy. Each Transition Award will vest in equal yearly installments over the 3-year period from the date of grant, in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date.


The Director Compensation Policy also provides that each individual who first becomes a non-employee director following the effective date of the policy and who does not receive a Transition Award will be granted an award of stock options to purchase 40,000 shares of the Company's common stock (the "Initial Award"). The Initial Award will be granted automatically on the first trading day on or after the date on which such individual first becomes a non-employee director (the first date as a non-employee director, the "Initial Start Date"), whether through election by the Company's stockholders or appointment by the board to fill a vacancy. Each Initial Award will be scheduled to vest in equal yearly installments over the 3-year period from the date of grant, in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date.


On April 1st of each year, beginning April 1, 2025, each non-employee director automatically will be granted an award of stock options (an "Annual Award") to purchase 10,000 shares of the Company's common stock. Each Annual Award will be scheduled to vest in full on the first anniversary of the date on which the Annual Award is granted, in each case subject to the non-employee director continuing to be a non-employee director through the applicable vesting date.


The foregoing description of the Director Compensation Policy is not complete and is subject to and qualified in its entirety by reference to the Director Compensation Policy, a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference.