Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Tamara A. Seymour to Board of Directors
Effective August 18, 2021, the board of directors (the “Board”) of KemPharm, Inc. (the “Company”) appointed Tamara A. Seymour to serve as a director of the Company and as the chair of the Company’s audit committee. Ms. Seymour will serve as a Class I director whose term will expire at the Company’s 2022 annual meeting of stockholders.
There is no arrangement or understanding between Ms. Seymour and any other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Ms. Seymour and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Ms. Seymour requiring disclosure under Item 404(a) of Regulation S-K.
Additional information about Ms. Seymour is set forth below:
Tamara A. Seymour, age 63, has served on the Board of Directors and chair of the audit committee of Artelo Biosciences, Inc. and Kintara Therapuetics, Inc., both publicly traded companies, since March 2021 and April 2021, respectively. Previously, Ms. Seymour served as a member of the board of directors and chair of the audit committee of Beacon Discovery, Inc., a drug discovery company in San Diego, California, from 2018 until its acquisition by Eurofins Scientific in March 2021. Ms. Seymour served as Interim Chief Financial Officer of Immunic, Inc., clinical-stage drug development company in 2019. She was Chief Financial Officer of Signal Genetics, Inc., a publicly traded molecular diagnostics company, from 2014 to 2017. She served as Chief Financial Officer of HemaQuest Pharmaceuticals, Inc., a venture-backed clinical-stage drug development company, from 2010 to 2014. From 2001 to 2009, she served as Chief Financial Officer of Favrille, Inc., a publicly traded clinical-stage drug development company. Ms. Seymour has also served as consulting chief financial officer for a number of biotechnology companies, served Director of Finance and Controller of Agouron Pharmaceuticals, Inc. (now Pfizer, Inc.) and spent eight years in public accounting with Deloitte & Touche LLP and PricewaterhouseCoopers LLP, including three years as audit manager. Ms. Seymour is a Certified Public Accountant (inactive). She received an MBA, emphasis in Finance, from Georgia State University, and a bachelor’s degree in Business Administration, emphasis in Accounting, from Valdosta State University. Ms. Seymour also participated in an executive management program at Kellogg Graduate School of Management at Northwestern University.
Pursuant to an offer letter, upon commencement of her service as a director, Ms. Seymour was granted an initial option grant to purchase 22,500 shares of the Company’s common stock under its Amended and Restated 2014 Equity Incentive Plan, with the shares vesting in three equal annual installments, subject to her continued service as a director through the applicable vesting date. Additionally, in accordance with the Company’s non-employee director compensation policy, Ms. Seymour will be entitled to receive a $35,000 annual retainer for her service as director and a $22,500 annual retainer for her service as chairperson of the audit committee. At each annual stockholder meeting following which Ms. Seymour’s term as a director continues (beginning with the 2022 annual meeting of stockholders), Ms. Seymour will be entitled to receive an additional stock option to purchase 15,000 shares of the Company’s common stock, which option will vest and become exercisable in full on the earliest of (i) the first anniversary of the grant date, (ii) the day before the first annual stockholders meeting occurring after the grant date or (iii) immediately prior to a change in control of the Company, subject in each case to her continued service on such vesting date. Ms. Seymour has also entered into the Company’s standard form of indemnification agreement.
The foregoing description of Ms. Seymour’s offer letter is not complete and is qualified in its entirety by reference to the full text of the offer letter, which the Company expects to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending September 30, 2021.