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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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On April 23, 2019, the Board of Directors (the “Board”) of Vanda
Pharmaceuticals Inc. (the “Company”) elected Phaedra Chrousos, age 39, as a director of the Company, effective immediately. Ms. Chrousos’ initial term will expire at the Company’s 2021 annual meeting of stockholders. In
connection with Ms. Chrousos’ election, and pursuant to the Company’s bylaws, the Board has increased the number of directors from five to six. The full text of the press release announcing Ms. Chrousos’ election to the
Board is attached as Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated by reference herein.
Ms. Chrousos has served since November 2018 as the Chief Strategy Officer of The Libra Group, where she leads a wide range of strategic initiatives
spanning technology transformation to operational development. Headquartered in New York and London, The Libra Group is a diverse, international business group that is active in 35 countries and focused on six business areas: aviation, energy,
hospitality, real estate, shipping, and diversified investments. Immediately prior to being appointed Chief Strategy Officer, Ms. Chrousos served as the group’s Chief Innovation Officer from October 2016 to October 2018. Previously,
Ms. Chrousos served as a political appointee for the Obama Administration from June 2014 to July 2016 in various roles, including as an Associate Administrator for the General Services Administration. In this capacity, Ms. Chrousos led the
Office of Citizen Services and 18F, a digital services team that implemented online service delivery projects and open data initiatives at more than a dozen agencies, including NIH, HHS and the VA. Prior to her departure from the Administration,
Ms. Chrousos helped found the Technology Transformation Service, which serves as a foundation for the government’s ongoing digital transformation; she served as its Founding Commissioner. Prior to entering public service, Ms. Chrousos
co-founded
and led two companies, including HealthLeap, a health tech company that reimagined the way doctors and patients communicate. HealthLeap was acquired by Vitals.com 10 months after its launch.
Ms. Chrousos served as HealthLeap’s President from September 2009 to December 2010 and Vitals.com’s Vice President responsible for HealthLeap from December 2010 to November 2011. She also has several years of consulting experience
with The Boston Consulting Group and The World Bank. Ms. Chrousos sits on several
non-profit
boards, including that of a maternal mental health foundation, and was twice named one of the Federal
Government’s ‘50 Women in Technology’ by FedScoop and one of Greece’s ‘40 under 40’ by Fortune Magazine. Ms. Chrousos holds a B.A. from Georgetown University, an MSc from The London School of Economics and
Political Science, and an M.B.A. from Columbia Business School.
Pursuant to the Company’s outside director compensation program, Ms. Chrousos
was granted an option to purchase 35,000 shares of the Company’s common stock at an exercise price of $17.31 per share, the closing price per share of the common stock on April 23, 2019, the date on which she joined the Board. Twenty-five
percent of such option will vest following one year of continuous service on the Board, with the remaining 75% vesting in equal monthly installments over a period of three years thereafter while Ms. Chrousos continues to provide service as a
member of the Board. In the event of a change of control of the Company, the option will accelerate and become immediately exercisable. Ms. Chrousos will also receive a $45,000 annual fee, payable quarterly. In addition, she will be eligible to
receive, upon the conclusion of each annual meeting of stockholders beginning in 2019, an option to purchase 10,000 shares of the Company’s common stock and 5,000 shares of the Company’s common stock underlying a restricted stock unit
award. Such annual option and restricted stock unit awards will vest one year from the date of grant, except that in the event of a change of control of the Company the option or restricted stock unit will accelerate and become immediately 100%
vested. The outside director compensation program will be described in further detail in the Company’s Definitive Proxy Statement for its 2019 annual meeting of stockholders to be filed with the Securities and Exchange Commission in April 2019.
Ms. Chrousos and the Company have entered into an indemnification agreement requiring the Company to indemnify her to the fullest extent permitted
under Delaware law with respect to her service as a director. The indemnification agreement is in the form entered into with the Company’s other directors and executive officers. This form is filed as Exhibit 10.11 to the Company’s
Registration Statement on
Form S-1
(File
No. 333-130759),
as originally filed on December 29, 2005.