Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2017, the Board of Directors (the Board) of Axsome Therapeutics, Inc. (the Company), increased the size of the Board from four to five directors, and appointed Myrtle Potter as a director, as chairman of the Boards Compensation Committee, and as a member of the Boards Audit Committee and Nominating and Corporate Governance Committee. Ms. Potter will serve as a Class II member of the Board. The terms of Class II directors expire at the 2020 Annual Meeting of Shareholders.
Ms. Potter is the Chief Executive Officer and Founder of Myrtle Potter & Company, a healthcare and life science advisory firm, which she founded in 2005. Ms. Potter previously served as the President, Commercial Operations and Chief Operating Officer of Genentech, Inc. from 2000 to 2005, where she also served on the Executive Committee and was Co-Chair of the Product Portfolio Committee. At Genentech, Ms. Potter led the commercialization of a number of products including Avastin, Rituxan, Herceptin, Tarceva, Xolair, Nutropin, Activase, and TNkase. Prior to joining Genentech, she held executive operating positions at Bristol-Myers Squibb Company and Merck & Co., Inc. While at Merck, she started the joint venture entity Astra Merck Inc., which through merger, later became AstraZeneca plc. She began her career with Procter & Gamble Co. Patient Care Products. Ms. Potter currently serves on the Board of Directors of Liberty Mutual Holding Company, Rite Aid Corporation, Insmed Incorporated, and Proteus Digital Health, Inc. She is also on the Board of Trustees of The University of Chicago and previously served on the boards of Everyday Health, LLC, Medco Health Solutions, Inc., and Amazon.com, Inc. Ms. Potter holds a Bachelor of Arts Degree from The University of Chicago.
Ms. Potter will receive the standard compensation amounts payable to non-employee directors of the Company, as described in the Companys proxy statement for the 2017 annual meeting of stockholders filed with the Securities and Exchange Commission on April 28, 2017. Her annual cash retainer will be pro-rated for 2017 to reflect her expected term of service during the calendar year. Also pursuant to these arrangements, on June 16, 2017, Ms. Potter received an initial grant of an option to purchase 22,000 shares of the Companys common stock with an exercise price equal to the closing price of the Companys common stock on the date of grant. The option vests in three equal annual installments, subject to her continued service on the Board through each vesting date.
Also on June 16, 2017, Ms. Potter received a grant of an option to purchase 8,197 shares of the Companys common stock with an exercise price equal to the closing price of the Companys common stock on the date of grant. The option vests one year from the date of grant, subject to her continued service on the Board through the vesting date.
There is no arrangement or understanding between Ms. Potter and any other person pursuant to which Ms. Potter was appointed as a director. The Board has determined that Ms. Potter is an independent director in accordance with applicable rules of the Securities and Exchange Commission and the Nasdaq Stock Market.