Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 22, 2026, the Board of Directors (the “Board”) of Corvus Pharmaceuticals, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), appointed Andrew C. Chan, M.D., Ph.D., to the Board, effective April 23, 2026. Dr. Chan was appointed as a Class II director with a term expiring at the 2027 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation or removal. Dr. Chan was also appointed to the Nominating Committee, effective April 23, 2026.
Pursuant to the Company’s non-employee director compensation program, as a non-employee director, Dr. Chan will receive (i) a $35,000 annual retainer for his service on the Board, earned on a quarterly basis and prorated for the remainder of the current calendar quarter and (ii) an automatic initial grant of a stock option to purchase 30,000 shares of Common Stock under the Company’s 2016 Equity Incentive Award Plan. Dr. Chan will receive additional annual cash compensation of $4,000 for his service as a member of the Nominating Committee, earned on a quarterly basis and prorated for the remainder of the current calendar quarter. Dr. Chan will also be eligible for subsequent equity awards in accordance with the Company’s non-employee director compensation program.
The foregoing description is qualified in its entirety by reference to the text of the Company’s non-employee director compensation program, the form of which was filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026.
In addition, Dr. Chan will enter into the Company’s standard indemnification agreement for directors and executive officers, the form of which was filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2026.
On April 22, 2026, Scott Morrison delivered notice of his intention to resign from the Board effective as of April 23, 2026.
The Company thanks Mr. Morrison for his significant contributions to the Company during over a decade of Board service and for his leadership as Chairperson of the Audit Committee of the Board.