| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 4, 2023, the Board of Directors (the “Board”) of MediciNova, Inc. (the “Company”) appointed Nicole Lemerond as a member of the Board, effective immediately, filling an existing vacancy on the Board. Ms. Lemerond will serve as a Class I director whose term of office expires at the Company’s 2026 Annual Meeting of Stockholders.. The Board also appointed Ms. Lemerond to each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
Ms. Lemerond is a financial executive with over 25 years of experience in investment management, private equity, investment banking, mergers/acquisitions, and leveraged finance, most recently serving as Managing Partner of NV Capital from February 2010 to August 2022. She has significant experience executing complex transactions, investing in healthcare companies, raising capital and structuring balance sheets. Her breadth of industry expertise includes providers, payors, medical device manufacturers, HCIT providers, pharmaceutical and life sciences companies. Ms. Lemerond also serves as a director for InMed Pharmaceuticals, Inc. and GeoVax, Inc. Throughout her career, she established and led healthcare groups at leading investment firms and has also worked at several large financial institutions, including Lehman Brothers and The Carlyle Group. Ms. Lemerond holds a Bachelor of Science degree from Cornell University and is a CFA charter holder.
In accordance with the Company’s non-employee director compensation policy, Ms. Lemerond will receive a pro rata portion of the annual retainer, paid quarterly. In addition, Ms. Lemerond was granted an option to purchase 18,333 shares of the Company’s common stock, with such options to vest in equal installments on September 30, 2023, December 31, 2023, March 31, 2024, and June 30, 2024, subject to her continued service through such vesting date. Ms. Lemerond will also enter into the Company’s standard form of indemnification agreement.
There are no family relationships between Ms. Lemerond and any of the Company’s directors or executive officers and Ms. Lemerond does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There were no arrangements or understandings by which Ms. Lemerond was named a director.