ANTHERA PHARMACEUTICALS, INC. (NASDAQ:ANTH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Principal Officers; Election of
Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers. |
Mr. Craig Thompson Appointed as Chief Executive Officer and
Member of the Board of Directors.
Member of the Board of Directors.
On December 2, 2016, upon recommendation of the Nominating and
Corporate Governance Committee of the Board of Directors (the
Board), Anthera Pharmaceuticals, Inc. (the Company) appointed
Craig Thompson to serve on the Board as a Class I director and to
serve as the Companys Chief Executive Officer, effective December
6, 2016. Mr. Thompson will also continue to serve as the Companys
President.
Corporate Governance Committee of the Board of Directors (the
Board), Anthera Pharmaceuticals, Inc. (the Company) appointed
Craig Thompson to serve on the Board as a Class I director and to
serve as the Companys Chief Executive Officer, effective December
6, 2016. Mr. Thompson will also continue to serve as the Companys
President.
Mr. Thompson was appointed to serve as the Companys President and
Chief Operating Officer effective January 7, 2016. Mr. Thompson,
50, has over 20 years of experience in pharmaceutical development
and commercialization. Most recently he served as the Chief
Operating Officer for Tetraphase Pharmaceuticals from February
2014 to December 2015, where he oversaw the development and
implementation of the commercial strategy as well as the business
development and commercial manufacturing. Prior to Tetraphase
Pharmaceuticals, from January 2011 to December 2014, Mr. Thompson
served as the Chief Commercial Officer for Trius Therapeutics
resulting in the acquisition of Trius by Cubist Pharmaceuticals
for over $700 million. Prior to Trius Therapeutics, Mr. Thompson
held various positions of increasing responsibility with Pfizer
from November 2003 to December 2010, with his last position as
Vice President of Marketing, Specialty Care. Prior to Pfizer he
held various positions of increasing responsibility at Merck and
Co, Inc. from April 1993 to November 2003. Mr. Thompson holds a
Bachelor’s degree in Commerce from McMaster University and a
Masters degree in Business Administration from the University of
Notre Dame.
Chief Operating Officer effective January 7, 2016. Mr. Thompson,
50, has over 20 years of experience in pharmaceutical development
and commercialization. Most recently he served as the Chief
Operating Officer for Tetraphase Pharmaceuticals from February
2014 to December 2015, where he oversaw the development and
implementation of the commercial strategy as well as the business
development and commercial manufacturing. Prior to Tetraphase
Pharmaceuticals, from January 2011 to December 2014, Mr. Thompson
served as the Chief Commercial Officer for Trius Therapeutics
resulting in the acquisition of Trius by Cubist Pharmaceuticals
for over $700 million. Prior to Trius Therapeutics, Mr. Thompson
held various positions of increasing responsibility with Pfizer
from November 2003 to December 2010, with his last position as
Vice President of Marketing, Specialty Care. Prior to Pfizer he
held various positions of increasing responsibility at Merck and
Co, Inc. from April 1993 to November 2003. Mr. Thompson holds a
Bachelor’s degree in Commerce from McMaster University and a
Masters degree in Business Administration from the University of
Notre Dame.
In connection with Mr. Thompsons appointment as Chief Executive
Officer, the Company entered into an offer letter with Mr.
Thompson (the Offer Letter) and granted Mr. Thompson an option to
purchase 300,000 shares of the Companys common stock under the
Companys 2013 Stock Option and Incentive Plan. 25% of the options
will vest one year from the grant date and the remainder will
vest in 36 equal monthly installments thereafter. to the Offer
Letter, Mr. Thompsons base salary will be $460,000 per annum. Mr.
Thompson is also eligible for a discretionary bonus target of up
to 50% of his base salary during the period he serves as the
Companys Chief Executive Officer based on certain performance
goals, to be determined in the sole discretion of the Company.
The Offer Letter supersedes and replaces the employment offer
letter between the Company and Mr. Thompsons dated as of December
4, 2015.
Officer, the Company entered into an offer letter with Mr.
Thompson (the Offer Letter) and granted Mr. Thompson an option to
purchase 300,000 shares of the Companys common stock under the
Companys 2013 Stock Option and Incentive Plan. 25% of the options
will vest one year from the grant date and the remainder will
vest in 36 equal monthly installments thereafter. to the Offer
Letter, Mr. Thompsons base salary will be $460,000 per annum. Mr.
Thompson is also eligible for a discretionary bonus target of up
to 50% of his base salary during the period he serves as the
Companys Chief Executive Officer based on certain performance
goals, to be determined in the sole discretion of the Company.
The Offer Letter supersedes and replaces the employment offer
letter between the Company and Mr. Thompsons dated as of December
4, 2015.
Mr. Thompson 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 Mr.
Thompson and any other persons to which he was selected as Chief
Executive Officer and a director.
that would require disclosure under Item 404(a) of Regulation
S-K, and there are no arrangements or understandings between Mr.
Thompson and any other persons to which he was selected as Chief
Executive Officer and a director.
Mr. Paul Truex Resigned as Chief Executive Officer and
Appointed Executive Chairman of the Board of Directors.
Appointed Executive Chairman of the Board of Directors.
On December 2, 2016, Mr. Paul Truex tendered his letter of
resignation from the role of Chief Executive Officer of the
Company, effective immediately. On December 2, 2016, upon
recommendation of the Nominating and Corporate Governance
Committee of the Board, the Company appointed Mr. Truex to
serve as Executive Chairman of the Board, effective
immediately. Mr. Truex has served as a member of the Board and
Chief Executive Officer of the Company since its inception in
2004.
resignation from the role of Chief Executive Officer of the
Company, effective immediately. On December 2, 2016, upon
recommendation of the Nominating and Corporate Governance
Committee of the Board, the Company appointed Mr. Truex to
serve as Executive Chairman of the Board, effective
immediately. Mr. Truex has served as a member of the Board and
Chief Executive Officer of the Company since its inception in
2004.
In connection with Mr. Truexs appointment as Executive Chairman
of the Board, the Company will pay Mr. Truex an annual
compensation of $100,000 per year beginning January 1, 2017. In
connection with Mr. Truexs resignation as Chief Executive Officer
of the Company, Mr. Truex will forfeit an aggregate of 350,000
options granted to him on September 17, 2015, all other option
grants previously issued by the Company to Mr. Truex will
continue to vest to their original vesting schedules.
of the Board, the Company will pay Mr. Truex an annual
compensation of $100,000 per year beginning January 1, 2017. In
connection with Mr. Truexs resignation as Chief Executive Officer
of the Company, Mr. Truex will forfeit an aggregate of 350,000
options granted to him on September 17, 2015, all other option
grants previously issued by the Company to Mr. Truex will
continue to vest to their original vesting schedules.
Dr. Christopher Henney Resigned as Chairman of the Board of
Directors.
Directors.
On December 2, 2016, Dr. Christopher Henney tendered his letter
of resignation as the Chairman of the Board the Company,
effective immediately. Dr. Henney will continue to serve as a
member of the Board and a member of the Audit and Nominating
and Governance Committees, respectively. Dr. Henney has served
as the Chairman of the Board since August 2008 and has been a
member of the Board since April 2005. All stock options
previously issued by the Company to Dr. Henney will continue to
vest to their original vesting schedules.
of resignation as the Chairman of the Board the Company,
effective immediately. Dr. Henney will continue to serve as a
member of the Board and a member of the Audit and Nominating
and Governance Committees, respectively. Dr. Henney has served
as the Chairman of the Board since August 2008 and has been a
member of the Board since April 2005. All stock options
previously issued by the Company to Dr. Henney will continue to
vest to their original vesting schedules.
A copy of the press release announcing the appointment of Mr.
Thompson as Chief Executive Officer of the Company and a Class I
director, Mr. Truexs resignation as Chief Executive Officer and
appointment as Executive Chairman of the Board, and Dr. Henneys
resignation from the role of Chairman of the Board, is filed
herewith as Exhibit 99.1.
Thompson as Chief Executive Officer of the Company and a Class I
director, Mr. Truexs resignation as Chief Executive Officer and
appointment as Executive Chairman of the Board, and Dr. Henneys
resignation from the role of Chairman of the Board, is filed
herewith as Exhibit 99.1.
Adoption of Amended and Restated Director Compensation
Program.
Program.
On December 2, 2016, the Board approved an amendment to the
non-employee director compensation program (the Program), which
sets forth the terms upon which non-employee directors will be
compensated for their service on the Board. Under the terms of
the Program, each non-employee director will receive an annual
cash retainer of $40,000, the Chairman of the Board will receive
an annual cash retainer of $40,000, and the Executive Chairman of
the Board will receive an additional annual cash retainer of
$60,000. The chairpersons of the Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee will
receive additional annual cash retainers of $15,000, $14,000 and
$8,000, respectively. Other members of the Audit Committee,
Compensation Committee and Nominating and Corporate Governance
Committee will each receive additional annual cash retainers of
$7,500, $6,000 and $4,000, respectively. The forgoing amendment
will become effective as of the Company 2017 Annual General
Shareholder Meeting.
non-employee director compensation program (the Program), which
sets forth the terms upon which non-employee directors will be
compensated for their service on the Board. Under the terms of
the Program, each non-employee director will receive an annual
cash retainer of $40,000, the Chairman of the Board will receive
an annual cash retainer of $40,000, and the Executive Chairman of
the Board will receive an additional annual cash retainer of
$60,000. The chairpersons of the Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee will
receive additional annual cash retainers of $15,000, $14,000 and
$8,000, respectively. Other members of the Audit Committee,
Compensation Committee and Nominating and Corporate Governance
Committee will each receive additional annual cash retainers of
$7,500, $6,000 and $4,000, respectively. The forgoing amendment
will become effective as of the Company 2017 Annual General
Shareholder Meeting.
Under the terms of the Program, each newly elected non-employee
member of the Board will also receive a one-time grant of a
non-qualified stock options to purchase shares of the Companys
common stock equal in Black-Scholes fair value to $150,000
promptly following election or appointment to the Board (the
Director Welcome Options). The Director Welcome Options will vest
monthly over three years with equal monthly installments,
provided that the applicable non-employee director is, as of such
vesting date, then a director of the Company. In addition, each
non-employee director will be granted annually options to
purchase shares of the Company common stock equal in
Black-Scholes fair value to $120,000 (the Annual Grants). The
Annual Grants will vest monthly over one year with equal monthly
installments, provided that the applicable non-employee director
is, as of such vesting date, then a director of the Company.
member of the Board will also receive a one-time grant of a
non-qualified stock options to purchase shares of the Companys
common stock equal in Black-Scholes fair value to $150,000
promptly following election or appointment to the Board (the
Director Welcome Options). The Director Welcome Options will vest
monthly over three years with equal monthly installments,
provided that the applicable non-employee director is, as of such
vesting date, then a director of the Company. In addition, each
non-employee director will be granted annually options to
purchase shares of the Company common stock equal in
Black-Scholes fair value to $120,000 (the Annual Grants). The
Annual Grants will vest monthly over one year with equal monthly
installments, provided that the applicable non-employee director
is, as of such vesting date, then a director of the Company.
The foregoing description of the Program is a summary and does
not purport to be complete. Such description is qualified in its
entirety by reference to the text of the Program, which is filed
with this Current Report on Form 8-K as Exhibit 10.1, and is
incorporated herein by reference.
not purport to be complete. Such description is qualified in its
entirety by reference to the text of the Program, which is filed
with this Current Report on Form 8-K as Exhibit 10.1, and is
incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release dated December 6, 2016.
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About ANTHERA PHARMACEUTICALS, INC. (NASDAQ:ANTH)
Anthera Pharmaceuticals, Inc. (Anthera) is a biopharmaceutical company focused on developing and commercializing products to treat serious diseases associated with inflammation, including enzyme replacement therapies and autoimmune diseases. The Company has two Phase III product candidates, liprotamase also known as Sollpura and blisibimod. Sollpura is a non-porcine investigational Pancreatic Enzyme Replacement Therapy (PERT) intended for the treatment of patients with Exocrine Pancreatic Insufficiency (EPI), often seen in patients with cystic fibrosis and other conditions. Blisibimod targets B-cell activating factor (BAFF), which has been shown to be elevated in a range of B-cell mediated autoimmune diseases, including systemic lupus erythematosus (SLE), or lupus, Immunoglobulin A nephropathy (IgA) nephropathy, lupus nephritis and others. ANTHERA PHARMACEUTICALS, INC. (NASDAQ:ANTH) Recent Trading Information
ANTHERA PHARMACEUTICALS, INC. (NASDAQ:ANTH) closed its last trading session down -0.03 at 1.47 with 613,290 shares trading hands.
