Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
July 6, 2020, 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 George S. Golumbeski, Ph.D.,
age 63, to serve as a member of the Board. Dr. Golumbeski will hold this position until the next annual meeting of the Company’s
stockholders or until his successor is elected and qualified, subject to his earlier resignation or removal.
Dr.
Golumbeski is an independent biotechnology advisor since April 2018. From 2017 until April 2018, Dr. Golumbeski was the Executive
Vice President for Innovation for Celgene Corporation, a biotechnology company, where he was previously Executive Vice President
of Business Development since 2009, responsible for the full array of business development activities and focused primarily within
the therapeutic areas of oncology and inflammation. From 2008 to 2009, Dr. Golumbeski served as the CEO of Nabriva Therapeutics
AG. Prior to Nabriva, Dr. Golumbeski served as Vice President of Business Development, Licensing and Strategy for Novartis-Oncology.
Earlier in his career, Dr. Golumbeski held senior positions at Elan Pharmaceuticals and at Schwarz Pharma. He currently serves
on the boards of directors of Enanta Pharmaceuticals, Inc., MorphoSys AG and Sage Therapeutics, public biotechnology companies.
Dr. Golumbeski received a BA in biology from the University of Virginia and a Ph.D. in genetics from the University of Wisconsin-Madison.
Dr.
Golumbeski will participate in the Company’s standard non-employee director compensation plan, including an initial option
grant to purchase 81,000 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 $40,000 (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 Dr. Golumbeski and the Company that would be reportable under Item 404(a) of Regulation S-K.
Concurrently
with the appointment, the Company entered into an indemnification agreement with Dr. Golumbeski (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 Dr. Golumbeski, 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 his 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.