CERECOR INC. (NASDAQ:CERC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of Simon C. Pedder, Ph.D. to the Board
On April6, 2018, the board of directors (the “Board”) of Cerecor Inc. (the “Company”) appointed Simon C. Pedder, Ph.D. to the Board. Dr.Pedder will serve as a ClassIII director.
Dr.Pedder, age 57, currently serves as the Chief Business and Strategy Officer, Proprietary Products at Athenex,Inc (NASDAQ: ATNX), a global biopharmaceutical company dedicated to the discovery, development, and commercialization of novel therapies for treatment of cancer. Dr.Pedder has had a long career in drug development including recent leadership roles as President and CEO of Cellectar Biosciences from April2014 to June2015, and President and CEO of Chelsea Therapeutics from May2004 to July2012. Previously he was Vice President of Oncology Pharma Business at Hoffmann-LaRoche, Life Cycle Leader and Global Project Leader of Pegasys/IFN and Head of Hepatitis Franchise at Hoffmann-LaRoche, and Vice President and Head of Drug Development at Shearwater Corporation. Formerly, he was on faculty in the Department of Pharmacology in the College of Medicine at the University of Saskatchewan, where he obtained his Ph.D. in Pharmacology. In addition, Dr.Pedder obtained a Master of Science in Toxicology from Concordia University, a Bachelor of Science in Environmental Studies from the University of Waterloo, and completed the Roche-sponsored Pharmaceutical Executive Management Program at Columbia Business School.
There are no arrangements or understandings between Dr.Pedder and any other person to which he was selected as a director of the Company, and there is no family relationship between Dr.Pedder and any of the Company’s other directors or executive officers. Dr.Pedder will be eligible for Board compensation to the Company’s Non-Employee Director Compensation Plan.
There are no related party transactions between Dr.Pedder and the Company, and the Board believes that Dr.Pedder satisfies the independence requirements of Rule5605(a)(2)of the NASDAQ Stock Market listing rulesand Rule10A-3 under the Securities Exchange Act of 1934, as amended.
(e) Employment Agreement of Matthew Phillips, Chief Commercial Officer
On April5, 2018, the Company entered into an employment agreement with its Chief Commercial Officer, Matthew V. Phillips, which was effective as of the date of his appointment, or January22, 2018.
Mr.Phillips’ base salary under the employment agreement is initially $295,000 per year, subject to review and adjustment by the Board from time to time. Mr.Phillips is eligible for an annual discretionary annual bonus with a target of 35% of his base salary that may consist of cash and/or grants of equity awards of the Company.
Mr.Phillips is eligible to participate in the Company’s other employee benefit plans as in effect from time to time on the same basis as are generally made available to other senior executives of the Company.
In the event that Mr.Phillips’ employment is terminated by the Company without “Cause” or by Mr.Phillips for “Good Reason” (each as defined in his employment agreement), in each case subject to Mr.Phillips entering into and not revoking a separation agreement in a form acceptable to the Company, Mr.Phillips will be eligible to receive: