Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(b) On July 18, 2019, David Gill notified the Board of Directors (the
Board) of Histogenics Corporation (the Company or Histogenics) that he was resigning as a member of the Board and all committees thereof effective July 18, 2019, so that he may devote his full time efforts to
his other commitments. Mr. Gill did not resign due to any disagreement with the Company or issues relating to its operations, financial statements or results, policies or procedures. With best wishes, the Company thanks Mr. Gill for his
dedicated service and valuable contribution to the Company as a member of the Board.
(d) On July 19, 2019, the Board, based upon the recommendation
of the Nominating/Corporate Governance Committee of the Board, elected David C. Hood, age 57, to serve as a Class III director, with his initial term expiring at the Companys 2020 annual meeting of stockholders or until his successor is
duly elected and qualified. The Board, effective July 19, 2019, has appointed Mr. Hood as a member and chair of the Audit Committee of the Board (the Audit Committee), which is composed of Mr. Hood (chairman), Joshua
Baltzell and Susan Washer.
There is no arrangement or understanding between Mr. Hood and any other person pursuant to which Mr. Hood was
appointed as a director. Further, Mr. Hood does not have any family relationships or related party transactions that are required to be disclosed. The Board has determined that Mr. Hood meets the standards for independence for purposes of
service on the Audit Committee pursuant to the applicable criteria of the Securities and Exchange Commission (the SEC) and The Nasdaq Stock Market, LLC (Nasdaq). As a result, the Company believes that it continues to meet all
applicable Nasdaq board and board committee composition requirements. The Board has also determined that Mr. Hood meets the requirements to be considered an audit committee financial expert under applicable SEC and Nasdaq rules.
Mr. Hood currently serves on the board of directors of Fathom Realty where he has served since May 2019 and as a board member of Rise Against Hunger
where he has served since January 2015. Previously, Mr. Hood was a partner at Ernst & Young, LLP, where he served as an audit partner from July 2005 to July 2015 and prior to that he was an audit senior manager from July 2000 to June
2005. Prior to joining Ernst & Young, LLP, Mr. Hood was the vice president of finance at QuintilesIMS (now IQVIA) from July 1993 to July 2000. Mr. Hood was a board member, audit committee chair, treasurer and served on the
executive committee at Guilford College from October 2007 to October 2018. Mr. Hood received a B.S. in accounting from Guilford College and is licensed as a C.P.A. in the State of North Carolina.
Pursuant to the Companys amended and restated compensation program for
non-employee
directors, Mr. Hood
will receive a $40,000 annual fee as a member of the Board and a $10,000 annual fee as the chair of the Audit Committee. Mr. Hood will not be entitled to any equity grants pursuant to the Companys amended and restated compensation program
for
non-employee
directors as the obligation to make such grants has been suspended by the Board due to the pending merger (the Merger) with Ocugen, Inc. (Ocugen) pursuant to that
certain Agreement and Plan of Merger and Reorganization dated April 5, 2019 by and among the Company, Ocugen and Restore Merger Sub, Inc., as amended (the Merger Agreement). The Companys amended and restated compensation
program for
non-employee
directors is described in the Companys Annual Report on Form
10-K
for the year ended December 31, 2018, which is on file with the
SEC.
Mr. Hood and the Company entered into an indemnification agreement requiring the Company to indemnify him to the fullest extent permitted under
Delaware law with respect to his service as a director. The indemnification agreement is in the form entered into with the Companys other directors and executive officers. This form is attached hereto as Exhibit 99.1.