| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 29, 2020, the Board of Directors (the “Board”) of Trevi Therapeutics, Inc., a Delaware corporation (the “Company”), elected Dominick C. Colangelo to the Board as a Class II Director, effective immediately, with a term expiring at the 2021 annual meeting of stockholders. Mr. Colangelo was also appointed to serve on the Audit Committee of the Board. Following Mr. Colangelo’s appointment, the Audit Committee is now comprised of Mr. Colangelo, Michael Heffernan, and Anne VanLent (Chair).
Mr. Colangelo has served as President and Chief Executive Officer and a director of Vericel Corporation, a publicly-traded commercial-stage biopharmaceutical company, since March 2013. Mr. Colangelo has more than 20 years of executive management and corporate development experience in the biopharmaceutical industry, including nearly a decade with Eli Lilly and Company (“Eli Lilly”), a publicly-traded pharmaceutical company. During his career, he has held a variety of executive positions of increasing responsibility in product development, pharmaceutical operations, sales and marketing, and corporate development. He has extensive experience in the acquisition, development and commercialization of products across a variety of therapeutic areas. During his tenure at Eli Lilly, he held positions as Director of Strategy and Business Development for Eli Lilly’s Diabetes Product Group and also served as a founding Managing Director of Lilly Ventures. Mr. Colangelo received a B.S.B.A. in Accounting from the State University of New York at Buffalo and a J.D. from the Duke University School of Law.
There are no arrangements or understandings between Mr. Colangelo and any other person pursuant to which he was elected as a director of the Company.
In accordance with the Company’s director compensation program, Mr. Colangelo will receive an annual cash retainer of $35,000 for service on the Board and an annual cash retainer of $7,500 for service on the Audit Committee of the Board, each of which is payable quarterly in arrears. In addition, under the Company’s director compensation program, upon his election as a director, Mr. Colangelo was granted an option on June 29, 2020 to purchase 23,684 shares of the Company’s common stock at an exercise price per share of $6.87. This option vests as to 50% of the shares on the earlier of the first anniversary of the date of grant or the date of the first annual meeting of stockholders held following the date of grant with the remainder vesting on the earlier of the second anniversary of the date of grant or the date of the second annual meeting of stockholders held following the date of grant, and becomes exercisable in full upon the occurrence of a change in control of the Company. For a full description of the Company’s director compensation program, see Exhibit 10.7 to the Company’s Registration Statement on FormS-1 (FileNo. 333-230745) filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2019.
