Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
April 2, 2018, Relmada Therapeutics, Inc. (the “Company”) named Ottavio V. Vitolo, M.D. a named executive officer.
Dr. Vitolo is the Company’s Senior Vice President, Head of R&D and Chief Medical Officer.
Dr. Ottavio Vitolo, M.D., M.M.Sc., age 45, is
a neuropsychiatrist and clinical researcher with 20 years of pre-clinical and clinical research experience both in academia and
industry. His expertise includes psychiatric and neurological disorders, such as depression, schizophrenia, Alzheimer’s disease,
Parkinson’s disease, and rare diseases, such as Duchenne’s muscular dystrophy, Huntington’s disease, Friedreich’s
ataxia and phenylketonuria.
Prior to joining Relmada, from January 2017
to March 2018, Dr. Vitolo was Vice President of Clinical Development at Homology Medicines, Inc., a gene therapy and gene editing
company, where he led the clinical development for the company lead gene therapy program and built the clinical strategy for the
company portfolio.
From May 2013 to January 2017, he held positions
of increasing responsibility at Pfizer Inc., overseeing studies and programs ranging from small molecules to biologics to gene
therapy, first in the Neuroscience Research Unit and later in the Rare Disease Research Unit, where he served as Senior Medical
Director and Head of Neuromuscular Clinical Research.
Prior to Pfizer, from July 2012 to April 2013,
he was an Associate Medical Director in Discovery Research at Shire Human Genetic Therapies (HGT).
Since 2011, Dr. Vitolo has held a position as
an Assistant Psychiatrist at Massachusetts General Hospital and has been an Instructor in Psychiatry at Harvard Medical School
since 2009. Dr. Vitolo will continue in these positions.
Dr. Vitolo
received a
master of medical sciences in clinical investigation (M.M.Sc.) from Harvard Medical School, and a medical degree
(M.D.),
summa cum laude
, in medicine and surgery from the University of Rome - La Sapienza. He trained in psychiatry at
Barnes Jewish Hospital and Washington University in St. Louis Medical School and in behavioral neurology and neuropsychiatry at
Brigham and Women’s Hospital and Harvard Medical School.
Compensatory
Plan
Effective
April 2, 2018, the Company and Dr. Vitolo entered into an offer letter (the “Employment Agreement”). Pursuant to the
Employment Agreement, Dr. Vitolo is entitled to the following compensation and benefits:
|
|
●
|
Salary
is $330,000 per year, and he may be entitled to a cash bonus in an amount to be determined by the board with a target of 40% of
the base salary. Dr. Vitolo also received a signing bonus of $20,000. In the event of termination other than for cause, Dr. Vitolo
will be entitled to severance equal to six months of base salary and health benefits.
|
|
|
|
|
|
|
●
|
The
board granted to Dr. Vitolo an option to purchase 300,000 common shares of the Company at an exercise price equal to the
closing price of the Company’s common stock on April 2, 2018.
|
|
|
|
|
|
|
●
|
Vesting
Schedule. Twenty-five percent of the options of the initial grant vest on the first anniversary of the grant date and the remaining
seventy-five percent of each of the options vest in equal quarterly increments of 6.25% of the initial option grant over the following
three year period, subject to Dr. Vitolo’s continuing service with the Company.
|
|
|
|
|
|
|
●
|
Dr.
Vitolo is also eligible to participate in the Company’s benefit plans that are generally provided for executive
employees.
|
|
|
|
|
|
|
●
|
Non-Solicitation.
The Employment Agreement also contains a non-solicitation provision that, among other things, provides that during the term of
employment and for a period of 24 months following the cessation of employment with the Company he shall not directly or indirectly
solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with
the Company, or attempt any of the foregoing, either for himself or any other person or entity.
|
|
|
|
|
|
|
●
|
Indemnification.
The Company also entered in a standard Company indemnification agreement (“Indemnification Agreement”) with Dr. Vitolo
where the Company agreed to indemnify him in certain situations for his role as a Company officer.
|
A
copy of the Employment Agreement and Indemnification Agreement will be included as exhibits to the Company’s Form 10-Q for
the quarter ended March 31, 2018.