Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(d)
On December 7, 2020, our Board of Directors (the “Board”) appointed Sidney Emery, Jr. as a member of the Board, to
fill a vacant seat on the Board. The Board has determined that Mr. Emery is an independent director under applicable rules of
the Securities and Exchange Commission and the Nasdaq Stock Market LLC.
Mr.
Emery will receive the standard compensation for his service at the same level as our other non-employee directors: a $40,000
annual cash stipend (prorated for time of service) and 50,000 stock options. Mr. Emery is expected to enter into our standard
form of indemnification agreement.
In
2010 Mr. Emery acquired Supply Chain Services and, as its Chief Executive Officer, grew it into a premier provider of automatic
identification and data capture and factory automation solutions before selling the business to Sole Source Capital LLC in May
2020. Before Supply Chain Services, he served as Chairman and Chief Executive Officer of MTS Systems Corporation (Nasdaq-GS: MTSC),
a leading global supplier of mechanical testing systems and high-performance industrial position sensors.
Mr.
Emery served on the Board of Directors of Allete, Inc. (NYSE: ALE), a Minnesota-based utilities and energy company, from 2006
to 2018. Mr. Emery chairs the University of St. Thomas School of Engineering Board of Governors.
Mr.
Emery holds a PhD in Industrial Engineering from Stanford University and a BS in Engineering from the US Naval Academy. He served
for 10 years in the US Navy (including on gunboats in Vietnam).
Mr.
Emery has been named to serve on the following committees of our Board: Nominating and Corporate Governance Committee (chair),
Audit Committee and Compensation Committee.
There
is no arrangement or understanding between Mr. Emery and any other persons or entities pursuant to which he was elected as a director.
Since
the beginning of our last fiscal year, there have been no transactions, or currently proposed transactions, in which we were or
are to be a participant and the amount involved exceeds $120,000, and in which Mr. Emery, or any member of his immediate family,
had or will have a direct or indirect material interest.
In
addition, on December 7, 2020, our Board appointed Amy Broidrick as our Executive Vice President/Chief Strategy Officer. (This
is a newly-created officer position.) Ms. Broidrick will also retain her seat on the Board, which she has held since August
2020.
The
Board ratified decisions made earlier on December 7, 2020 by the Compensation Committee of the Board regarding compensation for
Ms. Broidrick as Executive Vice President and Chief Strategy Officer, including:
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1.
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Salary
of $400,000 per annum.
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2.
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A
cash bonus of $100,000 for each human clinical trial that begins in calendar year 2021. (She is also eligible to receive discretionary
bonuses.)
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3.
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150,000
stock options (to be incentive stock options, to the extent allowed by law) under our 2020 Stock Incentive Plan.
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As
Ms. Broidrick will no longer qualify as an independent director under applicable rules of the Securities and Exchange Commission
and the Nasdaq Stock Market LLC, she will as of December 7, 2020 cease accruing her independent-director cash stipend (which was
at the rate of $40,000 per annum, prorated for time of service).
From 2016 to July 2020, Ms.
Broidrick has served as Senior Vice President, Global Head of Corporate Development of Viking Therapeutics, Inc. (Nasdaq: VKTX),
a clinical-stage biopharmaceutical company. Before that, she was Vice President, Head of Global Marketing Excellence and Business
Innovation with EMD Serono (part of Merck KGaA). Earlier, she was Vice President, Head of Marketing and Commercialization at Arena
Pharmaceuticals, Inc., and had significant roles and responsibilities at Merck & Co., Inc. and G.D. Searle & Company.
Ms. Broidrick is currently 62 years old.
There
is no arrangement or understanding between Ms. Broidrick and any other persons or entities pursuant to which she was selected
as an officer.
Since
the beginning of our last fiscal year, there have been no transactions, or currently proposed transactions, in which we were or
are to be a participant and the amount involved exceeds $120,000, and in which Ms. Broidrick, or any member of her immediate family,
had or will have a direct or indirect material interest.