Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
April 5, 2019, the Board of Directors (the “Board”) of Corbus Pharmaceuticals Holdings, Inc. (the “Company”),
upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Rachelle Jacques, age 47,
to serve as a member of the Board. Ms. Jacques will hold this position until the next annual meeting of the Company’s stockholders
or until her successor is elected and qualified, subject to her earlier resignation or removal.
Ms.
Jacques has served as the Chief Executive Officer of Enzyvant Therapeutics, Inc., a private biopharmaceutical company focused
on developing therapies for patients with rare diseases, since February 2019. Previously, beginning in 2017, she served as the
Senior Vice President and Global Complement Franchise Head at Alexion Pharmaceuticals, Inc. (Nasdaq: ALXN), where she was responsible
for commercialization strategy and execution. From 2016 to 2017, Ms. Jacques was Vice President of U.S Hematology Marketing at
Shire plc, which acquired Baxalta Inc. (“Baxalta”) in 2016. Prior to this role, from 2015 to 2016, Ms. Jacques served
as Vice President of Business Operations at Baxalta after its spinoff from Baxter International Inc. (NYSE: BAX) (“Baxter”)
in 2015. From 2013 to 2015, Ms. Jacques served in leadership positions, including Vice President of Finance, US BioScience Business,
at Baxter. Prior to joining Baxter, from 1995 to 2013, Ms. Jacques served in various roles of increasing responsibility at Dow
Corning Corporation, including U.S. and international operational management roles. Ms. Jacques received her B.A. degree in business
administration from Alma College.
Ms.
Jacques will participate in the Company’s standard non-employee director compensation plan, including an initial option
grant to purchase 68,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”)
upon joining the Board, an annual cash retainer fee of $35,000 (pro-rated for the current year), and an annual stock option grant
to purchase shares of the Company’s Common Stock.
There
are no transactions between Ms. Jacques and the Company that would be reportable under Item 404(a) of Regulation S-K.
Concurrently
with the Agreement, the Company entered into an indemnification agreement with Ms. Jacques (the “Indemnification Agreement”),
in the form previously entered into by the Company with each of the Company’s directors and executive officers, the form
of which was filed as Exhibit 10.15 to the Amendment No. 1 to Company’s Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on September 30, 2014. The Indemnification Agreement, subject to limitations contained therein,
will obligate the Company to indemnify Ms. Jacques, to the fullest extent permitted by applicable law, for certain expenses, including
attorneys’ fees, judgments, penalties, fines and settlement amounts actually and reasonably incurred by him in any threatened,
pending or completed action, suit, claim, investigation, inquiry, administrative hearing, arbitration or other proceeding arising
out of her services as a director. Subject to certain limitations, the Indemnification Agreement provides for the advancement
of expenses incurred by the indemnitee, and the repayment to the Company of the amounts advanced to the extent that it is ultimately
determined that the indemnitee is not entitled to be indemnified by the Company. The Indemnification Agreement also creates certain
rights in favor of the Company, including the right to assume the defense of claims and to consent to settlements. The Indemnification
Agreement does not exclude any other rights to indemnification or advancement of expenses to which the indemnitee may be entitled
under applicable law, the certificate of incorporation or bylaws of the Company, any agreement, a vote of stockholders or disinterested
directors, or otherwise.
The
foregoing is a summary of the material terms of the Indemnification Agreement and does not purport to be complete.