Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers.
On June 30, 2020, the Board of Directors (the Board) of XOMA
Corporation (the Company or XOMA) increased the size of the Board from six to seven directors and, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Natasha Hernday, Senior
Vice President of Corporate Development of Seattle Genetics, Inc., to the Board, effective June 30, 2020.
Ms. Hernday will be compensated for
her service on the Board in accordance with the Companys Director Compensation Policy, as currently in effect. In connection with her election to the Board, Ms. Hernday was granted a non-statutory
stock option to purchase 13,251 shares of the Companys Common Stock (the Initial Grant) under the Companys Amended and Restated 2010 Long Term Incentive and Stock Award Plan (the Plan), with an exercise price
equal to the fair market value of the Companys Common Stock on the date of grant. The shares subject to the Initial Grant will vest in equal monthly installments measured from the date of grant over the period of three years, such that the
Initial Grant will be fully vested on the three-year anniversary of the date of grant, subject to Ms. Herndays continued status as an Eligible Person (as defined in the Plan). As a non-employee
director, Ms. Hernday will also be entitled to receive annual stock option grants under the Plan, and to receive the Companys standard cash compensation paid to the Companys non-employee
directors as described under Director Compensation in the Proxy Statement filed by the Company with the Securities and Exchange Commission on April 9, 2020.
In connection with her appointment, it is anticipated that Ms. Hernday will enter into an indemnification agreement with the Company substantially in the
form of the Amended and Restated Indemnification Agreement for Non-employee Directors previously approved by the Board, which was filed as Exhibit 10.8 to the Companys Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2006 filed with the SEC on March 8, 2007, and is incorporated by reference herein (the Indemnity Agreement).
Ms. Hernday was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Ms. Hernday has not
engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.