Vera Therapeutics Inc.

03/09/2026 | Press release | Distributed by Public on 03/09/2026 15:02

Management Change/Compensation (Form 8-K)

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

On March 5, 2026, the board of directors (the "Board") of Vera Therapeutics, Inc. (the "Company") appointed Christopher Hite to the Board, effective immediately. Mr. Hite will serve as a Class III Director, with an initial term expiring at the Company's 2027 Annual Meeting of Stockholders.

Contingent upon and effective as of Mr. Hite's appointment to the Board, Mr. Hite was automatically granted a nonstatutory stock option award (the "Option Grant") to purchase 24,937 shares of the Company's Class A common stock ("Common Stock") with a per-share exercise price of $38.85, pursuant to the Company's Amended and Restated Non-Employee Director Compensation Policy (as it may be amended from time to time, the "Policy"). The Option Grant will vest monthly over a three-year period, subject to Mr. Hite's continuous service as of each such vesting date, and is otherwise subject to the same terms set forth in the Policy for initial grants to new directors. In addition, in accordance with the Policy, Mr. Hite will also receive an annual cash retainer of $45,000 for his service on the Board which will be pro-rated for 2026. Pursuant to the Policy, commencing with the Company's 2027 Annual Meeting of Stockholders, Mr. Hite will be eligible to receive an annual option grant to purchase the lesser of (i) 18,000 shares of Common Stock and (ii) the maximum number of shares of Common Stock that would result in the option having a grant date fair value of not more than $400,000, subject to his continuous service as of such date. The shares subject to each such option grant would vest on the earlier of (a) the first anniversary of the date of grant and (b) the date of the Company's next annual meeting of stockholders, subject to Mr. Hite's continuous service as of each such date.

Mr. Hite will enter into the Company's standard form of indemnification agreement. There were no arrangements or understandings between Mr. Hite 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 U.S. Securities and Exchange Commission between Mr. Hite and the Company required to be disclosed herein.

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