Tempest Therapeutics, Inc. (TPST): director John Frederick elected to the board

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
Effective October 13, 2026, the Board of Directors
(the “Board”) of Tempest Therapeutics, Inc. (the “Company”) appointed Mr. John Frederick as a Class III director
of the Board. Mr. Frederick will serve until the Company’s 2027 annual meeting of stockholders and until his successor is duly elected
and qualified, or until his earlier death, resignation or removal.
John Frederick, age 62, is a retired senior financial
and operating executive with more than three decades of leadership experience across public, private equity-backed and venture-backed
companies, principally in technology and technology-enabled businesses. From May 2025 to September 2026, he served as Chief Financial
Officer of Skillsoft Corp. (NYSE: SKIL) (“Skillsoft”) and previously, beginning in August 2024, he served as Skillsoft’s
Chief Transformation Officer, a position in which he oversaw Skillsoft’s business planning. From September 2021 to February
2024, prior to his employment at Skillsoft, Mr. Frederick also held strategic leadership positions of increasing responsibility at Indigo
Ag, Inc., an agriculture technology company, including Global Head of Carbon Commercial Operations and Chief Financial Officer, where
he helped scale the business through a considerable growth phase while reducing core costs and deleveraging the business. Mr. Frederick
acted as an advisor to Indigo Ag, Inc. from March 2021 through September 2021. Mr. Frederick previously held senior positions at a predecessor
Skillsoft entity, serving as Chief Administrative Officer from November 2018 to June 2021 and simultaneously serving as Chief Executive
Officer of SumTotal Systems LLC, a former subsidiary of that entity, from September 2019 to June 2021. In those roles, he led Skillsoft’s
transformation efforts. Among other roles, he has previously held senior finance and administrative roles in several consumer product
and technology companies as well as a predecessor company to a prominent “Big 4” public accounting firm. Mr. Frederick has
served as a member of the Board of Directors of SenSanna, Inc., an early-stage sensor technology business, since August 2016. He has more
than twenty years of experience leading financial, operational and administrative functions within private and public companies ranging
from start-ups through companies with revenue of more than $2 billion. Mr. Frederick holds a Bachelor of Arts in Economics from the University
of Maryland Baltimore County.
As a non-employee director, Mr. Frederick will
be compensated in accordance with the Company’s Non-Employee Director Compensation Policy (the “Compensation Policy”).
Pursuant to the Compensation Policy, Mr. Frederick will receive compensation in connection with his service as a non-employee director,
including an initial option award to purchase 25,000 shares of the Company’s common stock under the Company’s 2023 Equity
Incentive Plan, subject to the terms and conditions of the applicable award agreement and the Compensation Policy. Mr. Frederick has entered
into the Company’s standard form of indemnification agreement, the form of which was previously filed by the Company.
There are no arrangements or understandings between
Mr. Frederick and any other person pursuant to which he was appointed as a director of the Company, there are no family relationships
between Mr. Frederick and any of the Company’s directors or executive officers, and there are no transactions involving Mr. Frederick
requiring disclosure under Item 404(a) of Regulation S-K.
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