| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
Appointment of Brian Stuglik to the Board
On July 5, 2020, Brian Stuglik, 61, was appointed to the Board of Directors (the “Board”) of Puma Biotechnology, Inc. (the “Company”). Mr. Stuglik will serve on the Board for a term expiring at the 2021 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. In connection with his appointment to the Board, Mr. Stuglik was also appointed to the Commercial Committee of the Board (the “Commercial Committee”).
Mr. Stuglik has served as the Chief Executive Officer of Verastem, Inc., since July 2019 and as a member of its Board of Directors since September 2017. Mr. Stuglik has also served as a member of the Board of Directors of Oncopeptides AB since May 2018. Mr. Stuglik founded Proventus Health Solutions in January 2016 and has over three decades of experience in U.S. and international pharmaceutical development, product strategy, and commercialization. Prior to founding Proventus Health Solutions, Mr. Stuglik served as the Vice President and Chief Marketing Officer for the oncology division of Eli Lilly and Company, from 2009 to December 2015. Mr. Stuglik received a Bachelor of Science in Pharmacy from Purdue University and holds memberships in the American Society of Clinical Oncology, the American Association of Cancer Research, and the International Association for the Study of Lung Cancer. Mr. Stuglik was selected as a director because of his significant experience and background in the life sciences industry and, in particular, commercialization of pharmaceutical therapies.
Mr. Stuglik will receive the standard fees paid by the Company to all of its non-employee directors and members of the Commercial Committee under the Company’s non-employee director compensation program. At this time, the annual cash retainer is $50,000 for service on the Board and $7,500 for service on the Commercial Committee. Each annual retainer is paid by the Company in four equal installments of $12,500 for board service and $1,875 for Commercial Committee service, respectively, at the beginning of each calendar quarter. In addition, pursuant to the Company’s non-employee director compensation program, Mr. Stuglik received an option to purchase 93,953 shares of the Company’s common stock in connection with his appointment to the Board. The option has an exercise price of $10.53 per share and will vest with respect to one-third (1/3) of the shares subject thereto on the first anniversary of the applicable grant date, and with respect to an additional one-thirty sixth (1/36) of the shares subject thereto on each monthly anniversary thereafter, subject to continued service through the applicable vesting date.
In accordance with the Company’s customary practice, the Company is entering into an indemnification agreement with Mr. Stuglik, which will require the Company to indemnify him against certain liabilities that may arise as result of his status or service as a director.
There are no arrangements or understandings between Mr. Stuglik and any other person pursuant to which he was selected as a director, nor are there any transactions in which Mr. Stuglik has an interest that would be reportable under Item 404(a) of Regulation S-K.
Resignation of Frank Zavrl from the Board.
On July 6, 2020, Frank E. Zavrl notified the Company of his decision to resign from the Board, effective immediately. Mr. Zavrl’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
