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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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Effective October 14, 2020,
the Board of Directors (the “Board”) of iBio, Inc. (the “Company”) elected Dr. Linda Armstrong as a Class
II Director of the Board and Dr. Alexandra Kropotova and Gary Sender as Class III Directors of the Board. In connection with the
election of Dr. Armstrong, Dr. Kropotova and Mr. Sender, the size of the Board was increased to ten (10) members. Dr. Armstrong
and Dr. Kropotova were appointed to the Company’s newly formed Science and Technology Committee of the Board. Mr. Sender
was appointed to the Audit Committee of the Board and will replace Mr. Glenn Chang as the Chairman of the Audit Committee and was
also appointed to serve as a member of the Compensation Committee of the Board. Each Class of directors is up for re-election every
three (3) years. Class II Directors are next up for election at the Company’s 2022 annual meeting of stockholders and Class
III directors are next up for election at the Company’s 2020 annual meeting of stockholders, which will be held on December
9, 2020. Each of their terms as a director will continue until such time as their successor is duly elected and qualified or until
their earlier resignation or removal.
Each of the new directors
will receive compensation that includes $40,000 in annual fees in cash
compensation payable quarterly, and nonqualified stock options to purchase 100,000 shares of the Company’s common
stock, par value $0.001 per share, to vest in equal monthly installments over a 36 month period, issued pursuant to the iBio,
Inc. 2018 Omnibus Incentive Compensation Plan. Each of the directors will enter into a stock option agreement in
connection with the option grants. A brief description of the qualifications and experiences of each of Dr. Armstrong, Dr.
Kropotova and Mr. Sender is below.
Linda W. Armstrong, M.D.
Dr. Armstrong is an accomplished
biopharmaceutical executive with more than 20 years of experience in respiratory diseases and therapeutics. Since 2016, she has
served as the Global Head of the Respiratory Development Unit at Novartis (SWX:NOVN), where she is responsible for the development
of therapies to treat patients with respiratory and allergic conditions. Dr. Armstrong served in a variety of roles at Novartis
since 2007, including the Head of Clinical Development & Medical Affairs, Cell and Gene Therapy and Global Head of Patient
Safety. Prior to joining Novartis, she served as Medical Safety Director and subsequently as Senior Director, Medical Affairs at
Pfizer, Inc. (NYSE:PFE). Dr. Armstrong also served as Group Director, Respiratory Diseases at the Schering Plough Research Institute.
As a Board-Certified Pulmonologist and Internist, Dr. Armstrong served on the faculty of New York University Medical Center prior
to joining Schering-Plough. She received her medical degree from Yale University School of Medicine, New Haven, Connecticut; and
her Bachelor’s Degree from Harvard University, Cambridge, Massachusetts.
Alexandra Kropotova, M.D.
Dr. Kropotova is a biopharmaceutical executive
with expertise in all phases of global clinical development, translational medicine and medical affairs. Since 2016, she has served
as Vice President, Global Specialty R&D, Respiratory & Inflammation Therapeutic Area at Teva Pharmaceuticals (TASE:TEVA),
where she leads the design and execution of global clinical development programs, the majority of which are biologic candidates
for pulmonary, chronic inflammatory or autoimmune indications. Prior to joining Teva, Dr. Kropotova served in various roles at
Sanofi (EPA:SAN), including Vice President, Strategy & Strategic Planning Head, North American Medical Affairs; Associate Vice
President and subsequently Vice President, Immuno-Inflammation, Global R&D; and Senior Medical Director, Respiratory, Allergy
& Anti-Infectives. Prior to joining Sanofi, she served in various roles at Pfizer Inc. (NYSE:PFE), most recently as Director
& Head of Global Clinical Respiratory and Analgesics. Dr. Kropotova received her Master of Business Administration Degree from
Ohio University Graduate School of Business, Athens, Ohio; and her Medical Degree in Internal Medicine from the Vladivostok State
Medical University, Vladivostok, Russia.
Gary Sender
Mr. Sender is a senior executive and board
member with more than 25 years of financial leadership experience at both large, multi-national pharmaceutical and early-stage
biotechnology companies. He is currently CFO of Nabriva Therapeutics (NASDAQ:NBRV), a biopharmaceutical company engaged in the
commercialization and development of novel antibiotics to treat serious infections. Prior to joining Nabriva, Mr. Sender was Synergy
Pharmaceuticals’ Executive Vice President and Chief Financial Officer. Mr. Sender previously served as Shire Plc’s
Chief Financial Officer and Vice President of Finance & Administration, and subsequently as its Senior Vice President of Finance.
Mr. Sender currently serves on the Board of Directors of Schrödinger, Inc. (NASDAQ:SDGR) and chairs its Audit and Compensation
Committees. He also serves on the Board of Directors of Harmony BioSciences Inc. (NASDAQ:HRMY) and chairs its Audit Committee.
He holds a bachelor’s degree in Finance and Information Systems from Boston University and a Master of Business Administration
with a concentration in Finance from Carnegie Mellon University.
There are no family relationships
between any of the above named directors and any other director or executive officer of the Company, and no director named herein
has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.