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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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Resignation
of Andrew Rackear as Chief Executive Officer and Secretary
On December 30,
2020, Andrew Rackear, Chief Executive Officer and Secretary of Enzon Pharmaceuticals, Inc. (the “Company”),
notified the Company’s Board of Directors (the “Board”) that he is retiring, effective February 26, 2021.
Mr. Rackear will continue to serve in such roles until such date.
Following his retirement,
Mr. Rackear will be available as a consultant to the Company.
Appointment
of Richard L. Feinstein as Chief Executive Officer and Secretary
On December 30,
2020, the Board appointed Richard L. Feinstein, Vice President-Finance and Chief Financial Officer since 2013, as Chief Executive
Officer and Secretary of the Company, effective February 26, 2021. Following such appointment, Mr. Feinstein, 77, will also
continue to serve as Chief Financial Officer.
Mr. Feinstein has
served as Vice President - Finance and Principal Chief Financial Officer since December 2013. Mr. Feinstein is a retired partner
of KPMG LLP and currently a private consultant providing management and financial advice to clients in a variety of industries.
From 2015 to 2019, he provided financial consulting services to General Cannabis Corp, a public company. During July 2016, he
provided consulting services to Hamaspik, Inc. Mr. Feinstein has served on boards of both publicly-held and not-for-profit enterprises.
Mr. Feinstein, a certified public accountant, received a BBA degree from Pace University. Mr. Feinstein also served in the United
States Marine Corps.
Mr. Feinstein currently
serves the Company on a consulting basis at a rate of $325 per hour for each hour worked, together with reimbursement for reasonable
expenses incurred in performing his services, pursuant to the terms of an independent contractor agreement, as amended. Said compensation
will remain the same under his new role.
There is no arrangement
or understanding between Mr. Feinstein and any other persons pursuant to which Mr. Feinstein was selected as the Company's Chief
Executive Officer and Secretary that would require disclosure under Item 401(b) of Regulation S-K. Mr. Feinstein does not have
any family relationship with any of the Company's directors or executive officers that would require disclosure under Item 401(d)
of Regulation S-K. The Company is not aware of any relationship or transaction in which Mr. Feinstein has or will have an interest,
or was or is a party, that would require disclosure under Item 404(a) of Regulation S-K.
On January 4, 2021,
the Company issued a press release announcing Mr. Feinstein’s additional appointments as Chief Executive Officer and Secretary,
effective February 26, 2021, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.
Change in
Richard L. Feinstein's Title
On December 30,
2020, the Board approved a change in Richard L. Feinstein’s title from Vice President-Finance and Chief Financial Officer,
to Chief Executive Officer, Chief Financial Officer, and Secretary, effective February 26, 2021.