| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 27, 2022, vTv Therapeutics Inc. (the
“Company”) announced that the board of directors of the Company (the “Board”) has appointed Paul Sekhri as President
and Chief Executive Officer and as a member of the Board, effective as of August 1, 2022 (the “Effective Date”). As of the
Effective Date, Richard S. Nelson will cease to be the Interim Chief Executive Officer but will continue to serve as a member of the Board
and as an Executive Vice President of the Company.
Mr. Sekhri, age 64, brings nearly 30 years
of healthcare experience, including serving as President and CEO of several healthcare companies such as eGenesis from 2019 to 2022, Lycera
Corp. from 2015 to 2019 and, prior to that, Cerimon Pharmaceuticals, as well as senior business development and strategy roles at Sanofi,
Teva Pharmaceutical Industries Ltd., TPG Biotech, Cerimon, Ariad Pharmaceuticals and Novartis Pharma AG. He has been a director on more
than 30 private, public company and non-profit boards and is currently a Director at Ipsen, S.A., Compugen, Pharming N.V., Veeva Systems,
Longboard, Spring Discovery and eGenesis. Additionally, he is on the Board of Directors of the Metropolitan Opera.
There are no arrangements or understandings
between Mr. Sekhri and any other persons pursuant to which he was selected as President and Chief Executive Officer of the Company. Mr.
Sekhri has no familial relationships with any executive officer or director of the Company. There have been no transactions in which the
Company has participated and in which Mr. Sekhri had a direct or indirect material interest that would be required to be disclosed under
Item 404(a) of Regulation S-K.
On July 25, 2022, Mr. Sekhri entered into an
employment agreement with the Company (the “Sekhri Employment Agreement”). The Sekhri Employment Agreement provides for an
at will term with a base salary of not less than $480,000, and a cash bonus of 75% of his base salary, based on achievement of performance
targets. The Sekhri Employment Agreement also provides for the grant of stock options (the “Options”) to purchase 2,200,000
shares of the Class A common stock of the Company at an exercise price of $0.79 per share pursuant to an inducement award agreement (the
“Inducement Award Agreement”). Subject to potential acceleration upon the achievement of certain performance metrics as set
forth in the Inducement Award Agreement, 25% of the Options will vest on the first anniversary of the grant date and the remaining 75%
of the Options will vest quarterly over three years thereafter. Upon certain terminations of employment, a portion of the Options will
vest on a pro rata basis based on the number of days employed during the four-year term. The grant of Options was made as an inducement
grant under NASDAQ Listing Rule 5635(c)(4).
Mr. Sekhri will be eligible for other standard
employee benefits. If his employment is terminated by us without “cause” or he resigns for “good reason,” in each
case as set forth in the Sekhri Employment Agreement, then subject to the execution of a release of claims, Mr. Sekhri shall receive as
severance pay (i) twelve months base salary payable in installments (less any offset); (ii) continuation COBRA coverage for twelve months
with the costs of the premiums shared in the same proportion as before the termination on the date of termination (unless this would result
in penalty taxes imposed on us); and (iii) payment of the target cash bonus for the year of termination. If Mr. Sekhri’s employment
is terminated by us without “cause” or he resigns for “good reason,” in each case within 12 months following a
“change in control,” as set forth in the Sekhri Employment Agreement, then Mr. Sekhri’s severance pay in prong (i) shall
increase from 12 months of base salary to 18 months of base salary.
The Sekhri Employment Agreement contains other
customary terms and conditions, including a two-year post-employment non-compete, a two-year post-employment non-solicit and other nondisclosure
of confidential information, intellectual property and non-disparagement provisions.
The foregoing summaries of the material terms
of the Sekhri Employment Agreement and the Inducement Award Agreement are subject to the full and complete terms of the agreements, copies
of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, hereto and are incorporated herein by reference. A copy of the press
release regarding the above matters is attached hereto as Exhibit 99.1 and incorporated herein by reference.