Minerva Neurosciences, Inc. (NASDAQ:NERV) 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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment and Election of Hans Peter Hasler and William Doyle

On December10, 2017, the Board of Directors (the “Board”) of Minerva Neurosciences,Inc. (the “Company”) elected Hans Peter Hasler (age 61) and William Doyle (age 55), as members of the Board, effective immediately. The Board determined that Messrs. Hasler and Doyle were independent. Messrs. Hasler and Doyle will each be a ClassI director of the Company and each of Messrs. Hasler and Doyle are expected to stand for re-election at the annual meeting of the stockholders of the Company to be held in 2018.It has not yet been determined on which committees Messrs. Hasler and Doyle will serve.

Mr.Hasler is Founder and Chief Executive Officer of Vicarius Pharma AG, a privately held company that provides strategic options to non-European bio-pharma companies in bringing late-stage assets to the European market. He also is a Senior Advisor at SBTech Global Advisory. His prior corporate experience includes Elan Corporation, where he was Chief Operating Officer, and Biogen, Inc., where his positions included Chief Operating Officer, Executive Vice President, Head of Global Neurology and International. Previously, Mr.Hasler was at Wyeth Pharmaceuticals as Senior Vice President, Chief Marketing Officer and Managing Director of Wyeth Group Germany and General Manager, Wyeth-Lederle Switzerland, Austria and ECE. Mr.Hasler is Chairman of the Board of HBM Healthcare Investments AG in Zug/Switzerland and Director of the Board of Dr.Reddy’s Laboratories in Hyderabad, India. Mr.Hasler holds a Federal Swiss Commercial Diploma and a Marketing Manager Certificate from the Swiss Institute of Business Economy SIB, Zurich, Switzerland.

Mr.Doyle is Founder of Novocure Ltd., a commercial stage oncology company pioneering a novel therapy for solid tumors, where he has served as Chairman of the Board since 2009 and a director since 2004. Mr.Doyle has also been the Managing Director of WFD Ventures LLC, a private venture capital firm he co-founded, since 2002. He is a senior adviser and former member of the investment team at Pershing Square Capital Management L.P., a private investment firm, and was formerly senior partner at Insight Venture Partners LLC, another private investment firm. Previously, Mr.Doyle was a member of Johnson& Johnson’s Medical Devices and Diagnostics Group Operating Committee and Vice President, Licensing and Acquisitions. While at Johnson& Johnson, Mr.Doyle was also Chairman of the Medical Devices Research and Development Council, Worldwide President of Biosense-Webster, Inc. and a member of the boards of Cordis Corporation and Johnson& Johnson Development Corporation, Johnson& Johnson’s venture capital subsidiary. From 1992 to 1995, Mr.Doyle was a management consultant in the global healthcare practice of McKinsey& Company. His additional board positions include the private companies, Aspire Bariatrics LLC, Blink Health Ltd., and OptiNose US, Inc. Mr.Doyle holds an S.B. in materials science and engineering from the Massachusetts Institute of Technology and an M.B.A. from Harvard Business School.

Messrs. Hasler and Doyle will each receive annual cash compensation in the amount of $35,000 for their Board service. At the time of their appointment to the Board, Messrs. Hasler and Doyle each received a stock option to purchase 40,000 shares of the Company’s Common Stock under the Company’s 2013 Equity Incentive Plan, with an exercise price equal to $5.70, the closing price of the Company’s common stock on December8, 2017, the last preceding trading day prior to the date of grant. The options will vest monthly over three years, subject to the continued service of Messrs. Hasler and Doyle as a director through each vesting date.

In accordance with the Company’s customary practice, the Company has entered into its standard form of indemnification agreement with each of Messrs. Hasler and Doyle, which requires the Company to indemnify each director against certain liabilities that may arise in connection with their status or service as a director.The indemnification agreements also provide for an advancement of expenses incurred by Messrs. Hasler and Doyle in connection with any proceeding relating to their status as a director.

There is no arrangement or understanding between either Messrs. Hasler or Doyle and any other person to which Messrs. Hasler or Doyle were selected as directors.There are no transactions involving Messrs. Hasler or Doyle requiring disclosure under Item 404(a)of Regulation S-K of the SEC.

On December11, 2017, the Company issued a press release relating to the appointments described above, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Minerva Neurosciences, Inc. Exhibit
EX-99.1 2 d502262dex991.htm EXHIBIT 99.1 Exhibit 99.1 Exhibit 99.1 Contact: William B. Boni VP,…
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About Minerva Neurosciences, Inc. (NASDAQ:NERV)

Minerva Neurosciences, Inc. is a clinical-stage biopharmaceutical company. The Company is focused on the development and commercialization of a portfolio of product candidates to treat patients suffering from central nervous system (CNS) diseases. The Company’s product portfolio include MIN-101 for the treatment of schizophrenia; MIN-117 for the treatment of major depressive disorder (MDD); MIN-202 (also known as JNJ-42847922) for the treatment of insomnia disorder and adjunctive MDD, and MIN-301 for the treatment of Parkinson’s disease. MIN-101 blocks serotonin receptors and sigma receptors, over two receptors in the brain that are involved in the regulation of mood, cognition, sleep and anxiety. MIN-117 is meant to block a specific subtype of serotonin receptor called 5-HT1A. MIN-202 is a selective orexin 2 receptor antagonist it is developing in collaboration with Janssen Pharmaceutica NV. MIN-301 is a soluble recombinant form of the Neuregulin-1b1 protein.