Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
October 16, 2017, the Board of Directors (the “Board”) of Corbus Pharmaceuticals Holdings, Inc. (the “Company”),
upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Paris Panayiotopoulos, age
43, to serve as a member of the Board. Mr. Panayiotopoulos will hold this position until the next annual meeting of the Company’s
shareholders or until his successor is elected and qualified, subject to his earlier resignation or removal.
Mr. Panayiotopoulos was
most recently the President and Chief Executive Officer and a member of the Board of Directors of ARIAD Pharmaceuticals, Inc.,
which was acquired by Takeda Pharmaceuticals in February 2017. Prior to joining ARIAD in January 2016, Mr. Panayiotopoulos served
as President of EMD Serono, Inc., the North American biopharmaceutical division of Merck KGaA, Darmstadt, Germany, from 2013 through
2015. Prior to being appointed President of EMD Serono, Mr. Panayiotopoulos held positions of increasing responsibility within
Merck KGaA, serving as President of Merck Serono, Tokyo, Japan, from 2012 through 2013; Global Chief of Staff for the CEO in Geneva,
Switzerland, from 2011 through 2012; Head of Western Europe for the fertility and endocrinology franchises, in 2011; Global Marketing
Director of the neurology franchise, from 2007 through 2011; and Global Strategy and Business Intelligence Director from 2004
through 2007. Prior to joining Merck KGaA, Mr. Panayiotopoulos was at Eli Lilly and Company from 1999 to 2004. Mr. Panayiotopoulos
has led multiple partnerships, including those with Pfizer Inc., Bristol-Myers Squibb Company, Eli Lilly, Sumitomo Dainippon
Pharma Co., Ltd., Mitsubishi Tanabe Pharma Corporation, Otsuka Pharmaceutical Co. Ltd. and Incyte Corporation and has served on
the board of directors of BIO. Mr. Panayiotopoulos currently serves on the Board of Directors for The Medicines Company (NASDAQ:
MDCO). Mr. Panayiotopoulos holds a combined B.Sc. in Chemistry and Management Studies from University College London and a M.Sc.
from Cranfield Business School in the United Kingdom.
Mr.
Panayiotopoulos will participate in the Company’s standard non-employee director compensation plan, including an initial
option grant to purchase 61,000 shares of the Company’s common stock upon joining the Board, an annual cash retainer fee
of $35,000 (pro-rated for the current year), and an annual stock option grant to purchase shares of the Company’s common
stock.
There
are no transactions between Mr. Panayiotopoulos and the Company that would be reportable under Item 404(a) of Regulation S-K.
Concurrently
with the Agreement, the Company entered into an indemnification agreement with Mr. Panayiotopoulos (the “Indemnification
Agreement”), in the form previously entered into by the Company with each of the Company’s directors and executive
officers, the form of which was filed as Exhibit 10.15 to the Amendment No. 1 to Company’s Registration Statement on Form
S-1 filed with the Securities and Exchange Commission on September 30, 2014. The Indemnification Agreement, subject to limitations
contained therein, will obligate the Company to indemnify Mr. Panayiotopoulos, to the fullest extent permitted by applicable law,
for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts actually and reasonably
incurred by him in any threatened, pending or completed action, suit, claim, investigation, inquiry, administrative hearing, arbitration
or other proceeding arising out of his services as a director. Subject to certain limitations, the Indemnification Agreement provides
for the advancement of expenses incurred by the indemnitee, and the repayment to the Company of the amounts advanced to the extent
that it is ultimately determined that the indemnitee is not entitled to be indemnified by the Company. The Indemnification Agreement
also creates certain rights in favor of the Company, including the right to assume the defense of claims and to consent to settlements.
The Indemnification Agreement does not exclude any other rights to indemnification or advancement of expenses to which the indemnitee
may be entitled under applicable law, the certificate of incorporation or bylaws of the Company, any agreement, a vote of stockholders
or disinterested directors, or otherwise.
The
foregoing is a summary of the material terms of the Indemnification Agreement and does not purport to be complete.