Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Christine Silverstein to Board of Directors
On January 26, 2023, the Board of Directors (the "Board") of Marinus
Pharmaceuticals, Inc. (the "Company") increased the size of the Board from six
to seven members and, upon recommendation by the Nominating and Governance
Committee of the Board, appointed Christine Silverstein as a member of the
Board, effective immediately. Ms. Silverstein will serve as a Class III member
of the Board. The term of the Class III directors will expire at the 2023 Annual
Meeting of Stockholders. Additionally, the Board appointed Ms. Silverstein to
serve on the Audit Committee of the Board and determined that Christine
Silverstein is an "audit committee financial expert," as that term is defined
under the Securities and Exchange Commission rules implementing Section 407 of
the Sarbanes-Oxley Act of 2002.
Ms. Silverstein will receive the standard compensation amounts payable to
non-employee directors of the Company, which includes an annual cash retainer of
$45,000 for service on the Board and an additional annual cash retainer of
$10,000 for service on the Audit Committee of the Board. Her annual cash
retainers will be pro-rated for 2023 to reflect her expected term of service
during the calendar year. Also, pursuant to these arrangements, Ms. Silverstein
received an initial grant of an option to purchase 32,400 shares of the
Company's common stock with an exercise price equal to $5.94, the closing price
of the Company's common stock on the date of grant, and a 7,200 restricted stock
unit ("RSU") award representing the right to receive shares of the Company's
common stock. The option will vest and become exercisable in 36 equal monthly
installments and the RSU award will vest in three equal annual installments,
both of which are subject to her continued service on the Board through each
vesting date as well as the terms of the Company's 2014 Equity Incentive Plan.
Ms. Silverstein and the Company also entered into an indemnification agreement
requiring the Company to indemnify her to the fullest extent permitted under
Delaware law with respect to her service as a director. The indemnification
agreement is in the form entered into with the Company's other directors, which
was previously filed as Exhibit 10.10 to the Company's Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 24, 2022.
There is no arrangement or understanding between Ms. Silverstein and any other
person pursuant to which Ms. Silverstein was appointed as a director. There are
no relationships or transactions in which Ms. Silverstein has or will have an
interest, or was or is a party, requiring disclosure under Item 404(a) of
Regulation S-K.
Appointment of Steve Pfanstiel as Chief Operating Officer
On January 26, 2023, the Board appointed Steve Pfanstiel as Chief Operating
Officer ("COO") of the Company, effective immediately. Mr. Pfanstiel will retain
his position as the Company's Chief Financial Officer and Treasurer.
In connection with his appointment, Mr. Pfanstiel's annual base salary has been
increased to $470,000 with a target annual bonus of 45% of such annual base
salary. There are no other changes to Mr. Pfanstiel's employment agreement,
dated March 7, 2021 (which has been filed as Exhibit 10.4 to the Company's
Annual Report on Form 10-K filed on March 9, 2021), as amended on April 9, 2021
(which has been filed as Exhibit 10.1 to the Company's Current Report on Form
8-K filed on April 13, 2021).
Mr. Pfanstiel, age 50, has served as the Company's Chief Financial Officer and
Treasurer since April 2021. Mr. Pfanstiel previously served as Vice President,
Finance, of LifeScan, Inc. ("LifeScan"), a diagnostic systems manufacturer with
products focusing on the diabetes market, from January 2020 to March 2021, where
he was responsible for supporting LifeScan's global commercial and development
organizations, as well as its financial planning analysis function and treasury.
Before LifeScan, Mr. Pfanstiel served as Senior Director of FP&A at OptiNose,
Inc. ("OptiNose"), a publicly traded specialty pharmaceutical company focused on
creating and bringing to market innovative products for patients with diseases
treated by ear, nose, and throat and allergy specialists, from February 2018 to
January 2020. During his time at OptiNose, Mr. Pfanstiel served as finance
leader for the supply chain, R&D and clinical organizations and was responsible
for the broader strategic finance analysis across the organization. From July
2016 to February 2018, Mr. Pfanstiel served as Senior Director supporting Global
Strategic
Marketing for the DePuy Synthes Companies, a franchise of orthopedic and
neurosurgery companies owned by Johnson & Johnson, where he provided financial
leadership to the Global Orthopedics franchise and served as a member of the
Orthopedics Global Management Board. From November 2013 to July 2016, Mr.
Pfanstiel service as Senior Director supporting North America Commercial,
Worldwide Financial Reporting, Strategic Marketing and R&D, for Animas
Corporation and LifeScan, members of the Johnson & Johnson Family of Diabetes
Companies, where he led the finance team transformation and implementation of a
new business strategy with the diabetes leadership team. Earlier in his career,
Mr. Pfanstiel held various finance positions for Johnson & Johnson, Janssen R&D
and Ethicon Endo-Surgery. Mr. Pfanstiel received his B.A. in Physics from Wabash
College, his M.S. in Environmental Systems Engineering from Clemson University
and his MBA from Indiana University, Kelley School of Business.
Other than with respect to the increase in Mr. Pfanstiel's annual base salary
and target bonus, there are no arrangements or understandings between Mr.
Pfanstiel and any other persons pursuant to which Mr. Pfanstiel was appointed as
COO of the Company. There are no family relationships between Mr. Pfanstiel and
any director or executive officer of the Company and Mr. Pfanstiel has no direct
or indirect interest in any transaction or proposed transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On January 30, 2023, the Company issued a press release announcing the
appointment of Ms. Silverstein to the Board. A copy of such press release is
filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release, dated January 30, 2023, of Marinus Pharmaceuticals,
Inc .
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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