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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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Appointment of Acting Chief Executive
Officer
On January 29, 2021, the Board of Directors
of EyeGate Pharmaceuticals, Inc. (the “Company”) appointed Franz Obermayr, Ph.D. as Acting Chief Executive Officer
of the Company, effective as of February 1, 2021 (the “Effective Date”). Dr. Obermayr has served as EVP Clinical Development
of the Company since December 18, 2020, and is a Managing Director of Panoptes Pharma Ges.m.b.H (“Panoptes”), a wholly-owned
subsidiary of the Company.
Dr. Obermayr, age 52, served as Co-Founder and CEO of
Panoptes since its founding in 2013. Prior to Panoptes, Dr. Obermayr was Head of Clinical Development at Nabriva Therapeutics
AG from 2009 to 2013, where he was responsible for all clinical programs, and also served as Program Manager from 2007 to
2009. His earlier career involved various positions at GPC-Biotech, most recently as Director Drug Discovery. Dr. Obermayr
played a key role in the commercialization of these programs by managing large collaborations with pharmaceutical companies.
Prior to GPC-Biotech, he completed his postdoctoral studies at the Max-Planck Institute for Immunobiology in Freiburg. Dr.
Obermayr earned his Ph.D. in biochemistry at the Imperial Cancer Research Fund in London.
There are no arrangements or understandings between Dr. Obermayr
and any other person pursuant to which he was appointed to serve as Acting Chief Executive Officer of the Company. There are also
no family relationships between Dr. Obermayr and any director or executive officer of the Company, and Dr. Obermayr does not have
a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of Executive Chairman
Also on January 29, 2021, the Company’s
Board of Directors appointed Stephen From, the Company’s current President and Chief Executive Officer, to Executive Chairman
of the Board of Directors, effective as of the Effective Date. Biographical and other information about Mr. From is included in
the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2020
(the “2020 Proxy Statement”), and is hereby incorporated by reference.
There are no arrangements or understandings between Mr. From
and any other person pursuant to which he was appointed to serve as Executive Chairman of the Company. There are also no family
relationships between Mr. From and any director or executive officer of the Company, and Mr. From does not have a direct or indirect
material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of Lead Independent Director
In connection with the appointment of Mr.
From as Executive Chairman, on January 29, 2021 the Company’s Board of Directors appointed Paul Chaney, who currently serves
as non-executive Chairman, as Lead Independent Director, with the transition between those roles to occur as of the Effective Date.
In connection with the creation of the Lead Independent Director position, the Company’s Board of Directors adopted a Lead
Independent Director Charter (the “Lead Independent Director Charter”) in order to define the role and specify the
responsibilities of the Lead Independent Director. The Board of Directors approved compensation for the Lead Independent Director
to be equivalent to what would otherwise be payable to a non-executive Chairman under to the Company’s current non-employee
director compensation policy, a description of which was included in the 2020 Proxy Statement, and is hereby incorporated by reference.
A copy of the Lead Independent Director
Charter is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Employment Agreements
In connection with Dr. Obermayr’s
appointment as Acting Chief Executive Officer, on January 29, 2021, the Company and Panoptes entered into an amendment (the “Amendment”)
to the Managing Director Services Agreement between Dr. Obermayr and Panoptes, dated as of December 18, 2020 (the “Obermayr
Agreement”).
Pursuant to the terms of the Obermayr Agreement,
as amended, Dr. Obermayr will receive an annual base salary of €248,000 and is entitled to receive a performance bonus
with a target of up to 30% of his annual base salary for the applicable fiscal year. Additionally, Dr. Obermayr will be entitled
to receive a retention bonus of €86,000, payable in two equal installments in June 2021 and December 2021. If Panoptes terminates
Dr. Obermayr’s employment without Cause or he resigns for Good Reason (as such terms are defined in the Obermayr Agreement),
then, conditioned upon executing a release in favor of the Company, Dr. Obermayr will be eligible to receive (i) continued payment
of base salary for six months, (ii) a lump-sum cash payment, payable no later than the last installment of his severance, equal
to the maximum performance bonus that he would have been eligible to receive in the year of termination, and (iii) six months of
accelerated vesting of stock options and/or restricted stock awards that are unvested at the time of termination.
In connection with Mr. From’s appointment
as Executive Chairman, on January 29, 2021, the Company entered into a Fourth Amended and Restated Employment Agreement (the “From
Agreement”) with Mr. From, with a term extending until January 31, 2022 unless earlier terminated in accordance with its
terms. Pursuant to the From Agreement, Mr. From will receive a monthly base salary of $20,000 for the first through sixth months
and $17,550 for the sixth through twelfth months. If Mr. From’s employment is terminated, then, conditioned upon executing
a release in favor of the Company, Mr. From will be eligible to receive (i) monthly payments of $33,333.33 for eighteen months
following the termination date, (ii) a lump sum cash payment of $300,000 payable on date of the last monthly payment under clause
(i), (iii) 18 months of COBRA subsidy payments, and (iv) 18 months of accelerated vesting of stock options and/or restricted
stock awards that are unvested at the time of termination, provided that if Mr. From is terminated for Cause (as defined in the
From Agreement), he will not be entitled to receive the severance benefits described in clauses (ii), (iii) and (iv).
The foregoing descriptions of the Obermayr
Agreement, the Amendment and the From Agreement are summaries and do not purport to be complete. Such descriptions are qualified
in their entirety by reference to the text of the Obermayr Agreement, the Amendment and the From Agreement, which are filed as
Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.