Item 5.02. Departure of Directors or Certain
Officers; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June
25, 2017, our Board of Directors elected Mehmood Khan and Steven W.
Lefkowitz as directors, effective June 26, 2017, each to serve
until the 2018 annual meeting or until their respective successors
are duly elected and qualified.
In
addition, directors Michael George and Taunia Markvicka announced
their resignations from the Board of Directors, effective June 26,
2017. Their resignations were not related to any
disagreement with our company on any matter relating to our
operations, policies or practices.
In
addition, Gary A. Gelbfish, M.D., has been appointed by our largest
shareholder Elliott Management as an observer to our Board of
Directors. The appointment was made pursuant to a letter agreement,
dated March 3, 2015, between us and Manchester Securities Corp., an
affiliate of Elliott Management, which letter agreement was entered
into as part of the backstop financing made available to us by
Manchester Securities Corp. in March 2015.
Dr.
Khan currently serves as Vice Chairman (since January 2015) and
Chief Scientific Officer of Global Research and Development (since
December 2007) for PepsiCo, where he leads global R&D and
oversees the company’s 2025 sustainability agenda, which
includes plans for the further transformation of its current food
and beverage portfolio as well as expansion of offerings containing
positive nutrition with a focus on reaching more underserved
communities and consumers with healthier choices. Prior positions
at PepsiCo include Chief Executive Officer, Global Nutrition Group
from January 2011 to September 2013. Previously, Dr. Khan served as
Head of Medical Affairs and then President of Takeda
Pharmaceuticals’ Global Research & Development Center
from January 2002 to December 2007, where he created and maintained
a budget in excess of $1 billion for the company’s global
R&D pipeline excluding Japan, leading a team of thousands
including outsourced staff. Earlier in his career Dr. Khan was a
faculty member at the Mayo Clinic and Mayo Medical School in
Rochester, Minnesota, serving as Director of the Diabetes,
Endocrine and Nutritional Trials Unit in the division of
endocrinology. Prior to the Mayo Clinic, Dr. Khan spent nine years
leading programs in diabetes, endocrinology, metabolism, and
nutrition for the Hennepin County Medical Center in Minneapolis.
His practice included extensive work with patients with diabetes
requiring hemodialysis as well as parenteral nutrition. Dr. Khan
also currently serves as a member of the board of directors for
HemoShear Therapeutics, a biotechnology company focused on
discovering novel biological targets and developing drugs to treat
rare juvenile metabolic disorders.
He earned his medical
degree from the University of Liverpool Medical School,
England.
Mr. Lefkowitz has been the President and Founder of Wade Capital
Corporation a financial advisory services company, since June
1990. He was a director of CorMedix from August 2011 to
June 2016. Mr. Lefkowitz has been a director of Franklin Credit
Management Corporation, formerly known as Franklin Credit Holding
Corporation, a public specialty consumer finance company since
1996, a director of AIS, RE, a privately held reinsurance company
since 2001 and a director and chairman of the board of MedConx,
Inc., a privately held medical devices connector company since
2007. Mr. Lefkowitz received his A.B. from Dartmouth College in
1977 and his M.B.A. from Columbia University in 1985.
Dr.
Gelbfish has been in private practice as a vascular surgeon since
1990. Dr. Gelbfish has practiced vascular surgery at Beth Israel
Hospital since 1990, and has practiced vascular surgery at New York
University Downtown Hospital since 2003. Since 1997, Dr. Gelbfish
has served as an Assistant Clinical Professor of Surgery at Mt.
Sinai Hospital. Dr. Gelbfish received a B.S. from Brooklyn College,
holds an M.D. from Columbia University, and completed his
fellowship in vascular surgery at Maimonides Medical Center.
Dr.
Gelbfish was a director of
CorMedix from December 2009 to June 2014.
Pursuant
to our director compensation program, each of Dr. Khan and Mr.
Lefkowitz were granted options to purchase 75,000 shares of our
common stock upon the effectiveness of their election, which will
vest one third each on the date of grant and the first and second
anniversaries of the grant date.
There
are no arrangements or understandings between Dr. Khan or Mr.
Lefkowitz and any other person pursuant to which any of them was
appointed as a director of our Board and there are no related party
transactions between either Dr. Khan or Mr. Lefkowitz and our
company.