Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 6, 2023, the Board of Directors (the "Board") of KemPharm, Inc. (the
"Company") appointed Richard W. Pascoe to serve as the Company's Chief Executive
Officer, effective immediately. Concurrently with his appointment as Chief
Executive Officer, Mr. Pascoe stepped down as the Company's Executive Chairman.
Mr. Pascoe will continue to serve as a member of the Board. Mr. Pascoe has been
designated as the Company's principal executive officer, succeeding Travis C.
Mickle, Ph.D., the Company's President and former Chief Executive Officer, in
such role. On January 6, 2023, Dr. Mickle resigned his role (i) as Chief
Executive Officer, effective immediately, and (ii) as President and as a member
of the Board, in each case, effective as of the date of the Company's 2023
Annual Meeting of Stockholders.
Additionally, the Board has appointed Matthew R. Plooster, a member of the
Board, as the Chairman of the Board.
Richard W. Pascoe, age 58, has served as a director of the Company since January
2014 and served as the Company's Executive Chairman from November 2021 to
January 2023. From January 2019 to November 2021, Mr. Pascoe served as the
president and chief executive officer and on the board of directors of Histogen
Inc., a biologics company. From March 2013 to January 2019, Mr. Pascoe was the
chief executive officer and director of Apricus Biosciences. From August 2008 to
March 2013, Mr. Pascoe was the president and chief executive officer and a
director of Pernix Sleep, Inc. (formerly known as Somaxon Pharmaceuticals,
Inc.), a specialty pharmaceutical company. Prior to Pernix, from 2005 to 2008,
Mr. Pascoe worked for ARIAD Pharmaceuticals, Inc., a specialty pharmaceutical
company, where he was most recently senior vice president and chief operating
officer. Mr. Pascoe also serves as a director of Seelos Therapeutics, Inc, a
specialty pharmaceutical company. Mr. Pascoe received his B.S. degree from the
United States Military Academy at West Point.
CEO Compensation
In connection with Mr. Pascoe's appointment as the Company's Chief Executive
Officer, the Company and Mr. Pascoe entered into an amendment to the employment
agreement, dated November 5, 2021, by and between the Company and Mr. Pascoe
(the "Amendment"). Pursuant to the Amendment, (i) Mr. Pascoe's annual base
salary was increased to $592,000, (ii) his annual performance-based target bonus
was increased to 55% of his annual base salary, and (iii) he became entitled to
receive an option under the Company's Amended and Restated 2014 Equity Incentive
Plan (the "Plan") to purchase 700,000 shares of the Company's common stock at an
exercise price equal to the closing price of the Company's common stock on
January 9, 2023. The option will vest in four equal annual installments, with
the first such installment occurring on January 6, 2024 (subject to Mr. Pascoe's
continued service to the Company through the applicable vesting date).
In addition, Mr. Pascoe will remain covered by the indemnification agreement
that he previously entered into with the Company.
Transition Agreement and Consulting Agreement
In connection with the management transition, the Company entered into (i) a
transition agreement with Dr. Mickle (the "Transition Agreement") and (ii) a
consulting agreement with Dr. Mickle (the "Consulting Agreement"). Pursuant to
the terms of the Transition Agreement, subject to his timely delivering a
release of claims in the Company's favor, Dr. Mickle will receive severance
payments and benefits consisting of (i) continued payment of his base salary for
18 months following the date on which Dr. Mickle's employment with the Company
ends (the "Separation Date"), (ii) up to 18 months of continued medical, dental
and vision coverage pursuant to COBRA and (iii) a one-time, lump sum bonus
payment equal to a pro rata amount of his annual performance-based target bonus
for the year in which the Separation Date occurs. In addition, immediately prior
to the Separation Date, all outstanding options to purchase the Company's common
stock held by Dr. Mickle will be vested in full, and such accelerated vested
options may be exercised through the later of (i) the 18-month anniversary of
the date of the Transition Agreement and (ii) the date of the termination of the
Consulting Agreement.
Pursuant to the terms of the Consulting Agreement, Dr. Mickle has agreed to
provide consulting services until the first anniversary of the Company's 2023
Annual Meeting of Stockholders. In exchange for such services, Dr. Mickle will
receive consulting fees of $40,000 per month. In addition, Dr. Mickle was
granted, under the Plan, 547,945 performance-based restricted stock units, which
will vest in full upon the timely achievement of a clinical and development
milestone, subject to forfeiture upon certain disqualifying events.
The foregoing descriptions of each of the Amendment, the Transition Agreement
and the Consulting Agreement do not purport to be complete and are qualified in
their entirety by reference to the full agreements, copies of which are attached
as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Amendment to Employment Agreement, dated as of January 6, 2023, between
KemPharm, Inc. and Richard W. Pascoe.
10.2 Transition Agreement, dated as of January 4, 2023, as amended, between
KemPharm, Inc. and Travis C. Mickle, Ph.D.
10.3† Consulting Agreement, dated as of January 6, 2023, between KemPharm, Inc.
and Travis C. Mickle, Ph.D.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
† Portions of this exhibit (indicated by asterisks) have been omitted
pursuant to Regulation S-K, Item 601(b)(10). Such omitted information is
not material and the registrant customarily and actually treats such
information as private or confidential.
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