ACRX AcelRX Pharmaceuticals Inc

Item 5.02         Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

 

On November 20, 2021, the Board of Directors (the “Board”) of AcelRx Pharmaceuticals, Inc. (the “Company”) appointed Jill M. Broadfoot a Class I director of the Board, effective November 20, 2021, to serve until the expiration of her term at the 2024 annual meeting of stockholders. Concurrent with Ms. Broadfoot’s appointment, the size of the Board was fixed at ten directors, consisting of four Class I directors, three Class II directors and three Class III directors. Ms. Broadfoot will initially serve on the Board’s Audit Committee (the “Audit Committee”).

 

Ms. Broadfoot currently serves as the Chief Financial Officer of aTyr Pharma, Inc., a position she has held since July 2018. From January 2017 to July 2018, Ms. Broadfoot served as Chief Financial Officer of Emerald Health Pharmaceuticals Inc. and Emerald Health Bioceuticals Inc., where she was responsible for establishing operations for the U.S.-based pharmaceutical and bioceutical entities as well as the establishment of operations, corporate governance, finance and accounting and investor relations functions, among others. Prior to Emerald Health, Ms. Broadfoot served as Vice President, U.S. Corporate Controller at GW Pharmaceuticals, from May 2016 to January 2017. While at GW Pharmaceuticals, her responsibilities included establishing U.S. commercial operations and implementing U.S. public company financial and accounting standards in connection with the transfer of corporate operations from the U.K. to the U.S. Prior to joining GW Pharmaceuticals, Ms. Broadfoot served as Chief Financial Officer of Vical Inc., from October 2004 to March 2013, where she had oversight of finance, investor relations, manufacturing, information technology, human resources, and business development. Prior to that, Ms. Broadfoot held various positions at DJO Global, Inc., most recently as Vice President of Finance, and served as an audit manager at Ernst & Young LLP. Ms. Broadfoot is a member of the board of directors of Otonomy, Inc., a publicly traded biopharmaceutical company. Ms. Broadfoot holds a B.S. in business administration and accounting from San Diego State University and is a Certified Public Accountant.

 

In connection with her appointment, Ms. Broadfoot will be entitled to receive compensation consistent with that of the Company’s other non-employee directors under the Company’s Non-Employee Director Compensation Policy, as such policy may be amended from time to time. In accordance with the Non-Employee Director Compensation Policy, on November 20, 2021, Ms. Broadfoot was granted a stock option to purchase up to 30,000 shares of common stock with an exercise price of $0.7192, the closing price of the Company’s common stock on The Nasdaq Global Select Market on November 19, 2021, and 15,000 restricted stock units.

 

Effective November 20, 2021, the Company entered into an indemnification agreement with Ms. Broadfoot in the form previously filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2021. The indemnification agreement requires the Company to indemnify Ms. Broadfoot to the fullest extent permitted under Delaware law against liability that may arise by reason of her service to the Company, and to advance expenses incurred as a result of any proceeding against her as to which she could be indemnified, among other things.

 

Ms. Broadfoot is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Ms. Broadfoot and any other persons pursuant to which she was selected as a director.

 

On November 23, 2021, the Company issued a press release announcing the appointment of Ms. Broadfoot to the Board. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.