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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 October 18, 2021, the Board of Directors (the “Board”) of T2 Biosystems, Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, elected Laura Adams to serve as a director of the Company. Ms. Adams was elected to serve as a class I director, to serve on the Board until the 2024 Annual Meeting of Stockholders and until a successor is duly elected and qualified, or until her earlier death, resignation or removal.
Ms. Adams received an initial grant of 109,836 restricted stock units (“RSU’s”) pursuant to the Non-Employee Director Compensation Plan (the “Plan”) immediately upon her election to the Board on October 18, 2021 (the “Grant Date”). The Plan provides for an initial grant of RSU’s to each non-employee director of the Company in consideration for services provided to the Company and subject to the terms and conditions of the Company’s 2014 Incentive Award Plan. The RSU’s granted to Ms. Adams will vest and become exercisable in substantially equal installments on each of the first three anniversaries of the Grant Date, subject to Ms. Adams continuing to serve on the Board through each such vesting. Ms. Adams will also receive compensation for her service as a Board member in accordance with the Plan, which includes an annual retainer of $40,000 and committee fees as applicable (in each case, pro-rated for the period of her service). Ms. Adams has not been appointed to serve on any committees of the Board.
Ms. Adams has also entered into the Company’s standard indemnification agreement for directors and officers.
There are no related party transactions between the Company and Ms. Adams that are subject to disclosure under Item 404(a) of Regulation S-K.
SIGNATURES
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.
Date: October 19, 2021 | T2 BIOSYSTEMS, INC. | |||||
By: | /s/ John Sprague | |||||
John Sprague | ||||||
Chief Financial Officer |