Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Changes
to the Board of Directors
On
May 15, 2020, Anthony DiGiandomenico submitted his resignation from the Board of Directors (the “Board”) of Provention
Bio, Inc. (the “Company”), effective as of May 19, 2020. Mr. DiGiandomenico indicated that his resignation was not
the result of any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.
On
May 19, 2020, the Board approved the acceleration of stock options to purchase up to an aggregate of 40,122 shares of the Company’s
common stock (“Common Stock”) that were issued to Mr. DiGiandomenico in connection with certain stock option grant
agreements, consisting of (i) stock options to purchase 24,000 shares of Common Stock issued on June 24, 2019 at an exercise price
of $12.54 per share that would have vested on May 28, 2020, and (ii) 16,122 shares of Common Stock issued on July 19, 2018 at
an exercise price of $4.00 per share that would have vested on July 19, 2020. The accelerated stock options remain at their previously
granted exercise prices.
Also
on May 19, 2020, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed
Nancy Wysenski, age 67, to serve as a member of the Board. Ms. Wysenski was also appointed to serve as a member of the Nominating
and Corporate Governance Committee of the Board and as Chair of the Compensation Committee of the Board.
Ms.
Wysenski served as the Executive Vice President and Chief Commercial Officer of Vertex Pharmaceuticals (NASDAQ: VRTX) from December
2009 through her retirement in June 2012. During her tenure at Vertex, Ms. Wysenski was responsible for the launches of Incivek
and Kalydeco. Prior to joining Vertex, Ms. Wysenski held the position of Chief Operating Officer of Endo Pharmaceuticals, a specialty
pharmaceutical company, where she led sales, marketing, commercial operations, supply chain management, human resources and various
business development initiatives. Prior to her role at Endo, Ms. Wysenski participated in the establishment of EMD Pharmaceuticals,
Inc., where she held various leadership positions, including the role of President and Chief Executive Officer from 2001 to 2006
and Vice President of Commercial from 1999 to 2001. From 1984 to 1998, Ms. Wysenski held several sales-focused roles at major
pharmaceutical companies, including Vice President of Field Sales for Astra Merck, Inc. Ms. Wysenski serves as a member of the
board of directors of Alkermes plc (NASDAQ: ALKS) and Tetraphase Pharmaceuticals, Inc. (NASDAQ: TTPH). Ms. Wysenski formerly served
as a director for Dova Pharmaceuticals Inc., Reata Pharmaceuticals, Inc. (NASDAQ: RETA) and Inovio Pharmaceuticals, Inc. (NASDAQ:
INO). She is a founder of the Research Triangle Park chapter of the Healthcare Business Women’s Association and served on
the Nominating Committee and National Advisory Board of the Healthcare Businesswomen’s Association.
In
accordance with the Company’s non-employee director compensation policy, Ms. Wysenski will receive an annual cash retainer
fee of $30,000. Ms. Wysenski will also receive customary fees for serving on the Compensation Committee and Nominating and Corporate
Governance Committee of the Board. All fees will be pro-rated for the current year. Ms. Wysenski will also receive an initial
option grant to purchase 128,981 shares of the Company’s common stock upon commencement of her position as director.
There
are no transactions between Ms. Wysenski and the Company that would be reportable under Item 404(a) of Regulation S-K.
The
Company will enter into an indemnification agreement with Ms. Wysenski (the “Indemnification Agreement”), in the Company’s
standard form which has been previously entered into by the Company with each of the Company’s directors and executive officers,
the form of which was filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the Securities
and Exchange Commission on May 9, 2018.
Employment
Agreement
Effective
May 19, 2020, the Company entered into the First Amended Employment Agreement (the “Employment Agreement”) with Ashleigh
Palmer, the Company’s President and Chief Executive Officer. Compensation under the Employment Agreement includes an annual
salary of $595,000, with annual review and adjustment at the discretion of the compensation committee or the Board, and an annual
incentive bonus of 50% of annual salary based on the achievement of the Company’s corporate objectives and Mr. Palmer’s
individual objectives, in each case as established by the compensation committee or the Board. The Employment Agreement also provides
for the grant of stock options to purchase shares of the Company’s common stock. The Employment Agreement may be terminated
by the Company without Cause or by Mr. Palmer for Good Reason, each as defined in the Employment Agreement, in which case, among
other things and subject to certain requirements of the Employment Agreement, Mr. Palmer would be entitled severance in the amount
of 12 months of base salary in effect at the time of termination, payment of COBRA premiums for 12 months, possible pro rata payment
of his annual bonus and accelerated vesting for equity awards that would have vested within 9 months of the termination date;
provided that, in the event of a termination by the Company without Cause or by Mr. Palmer for Good Reason within 12 months
following a Change in Control of the Company, as defined in the Employment Agreement, Mr. Palmer will be entitled to severance
in the amount of 18 months of base salary in effect at the time of termination, payment of COBRA premiums for 18 months, possible
pro rata portion of his annual bonus and accelerated vesting of equity awards. Mr. Palmer is subject to a non-compete provision,
which applies during the term of his employment and for a period of twelve months following termination of his employment for
any reason. The Employment Agreement also contains customary confidentiality and assignment of inventions provisions.
The
foregoing is a summary of the material terms of the Employment Agreement and does not purport to be complete. A copy of the Employment
Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference.