Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On December 30, 2021, Jim Sulat notified the board of directors (the “Board”) of Arch Therapeutics, Inc. (the “Company”) that he will resign as a member of the Board effective December 31, 2021. There are no disagreements of any kind between the Company and Mr. Sulat related to his resignation as a director or otherwise.
Appointment of New Director
On December 31, 2021, the Board appointed Guy L. Fish, age 62, to serve as a director of the Company, effective immediately.
Dr. Fish is currently employed by the Greater Lawrence Family Health Centers, a nationally recognized Federally Qualified Health Center, where he has served as the Chief Executive Officer since 2021. Dr. Fish is also the President and Co-Founder of Ivy Consulting Partners, Inc., a boutique consultancy focused on healthcare, corporate and leadership development, and business strategy, a role he has held since 1999. Dr. Fish served as the Chief Executive Officer at Cellanyx LLC, a cancer diagnostic company, from 2019 to 2020. From 2002 to 2021, Dr. Fish served in various executive positions at Fletcher Spaght, Inc., a strategy management firm focused on health care innovator companies. From 2006 to 2019, Dr. Fish served as an investor and Senior Vice President at Fletcher Spaght Ventures. Dr. Fish has served as a member of the board of directors of Etiometry, Inc. since 2019, PhaseBio Pharmaceuticals, Inc. (NASDAQ:PHAS) from 2009 to 2018, and Metabolon, Inc. from 2010 to 2017. Dr. Fish holds an MBA degree from Yale University School of Management and a M.D. degree from Yale University School of Medicine. Dr. Fish holds a bachelor’s degree in biochemistry from Harvard University. The Company believes that Dr. Fish is qualified to serve on the Board as a result of his extensive leadership experience in the medical field, as well as his record of accomplishment in business strategy and operations.
In connection with his appointment to the Board, the Board granted Dr. Fish stock options to purchase 250,000 shares of the Company’s common stock, which vest monthly on each of the first 36 monthly anniversaries of the grant date and are exercisable at $0.095 per share. Dr. Fish will receive an annual retainer of $25,000 for his service on the Board, an additional $2,500 for any standing committee of the Board on which he serves as chair, and an additional $5,000 if Dr. Fish serves as chair of the Board, up to a maximum of $30,000 per year, payable in cash or stock.
There are no arrangements or understandings pursuant to which Dr. Fish was appointed as a director, and there are no related party transactions between the Company and Dr. Fish reportable under Item 404(a) of Regulation S-K.
A copy of the press release announcing Dr. Fish’s appointment to the Board is filed as Exhibit 99.01 to, and incorporated by reference in, this report.