| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of James Miller
On February 9, 2021, the Board of Directors (the “Board”) of Recro Pharma, Inc. (the “Company”) appointed James C. Miller to serve as a Class I member of the Board. As a Class I director, Mr. Miller will serve until the earlier of (a) the Company’s 2021 annual meeting of shareholders or (b) his death, resignation, or removal.
Mr. Miller, age 69, served as the founder and president of PharmSource Information Services, Inc., a market intelligence service, from 1996 to February 2018. Since February 2018, Mr. Miller has provided pharmaceutical manufacturing strategy consulting services to various pharmaceutical manufacturing companies. He previously served as a consultant in corporate strategy at the Boston Consulting Group and as an economist at The World Bank. Mr. Miller has served on the advisory boards of Ajinomoto Biopharma Services, a contract development and manufacturing organization, and C-Squared Pharma, a generic active pharmaceutical ingredient supplier. Mr. Miller received a BA in International Studies and Economics from American University, a Masters of Regional Planning at the University of North Carolina, Chapel Hill and an MBA from Stanford University Graduate School of Business.
The Board has determined that Mr. Miller is independent under applicable Nasdaq listing rules. No family relationships exist between Mr. Miller and any of the Company’s directors or other executive officers. There are no arrangements or understandings between Mr. Miller and any other person pursuant to which Mr. Miller was selected as a director, nor are there any transactions to which the Company is or was a participant and in which Mr. Miller had or will have a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Miller’s appointment, the Board granted him an option to purchase 20,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) under the Company’s Amended and Restated 2018 Equity Incentive Plan (the “Appointment Option”). The Appointment Option will vest in three equal annual installments, beginning on February 9, 2022, subject to Mr. Miller’s continuous service with the Company.
In accordance with the Company’s non-employee director compensation program, Mr. Miller will receive an annual base retainer of $40,000 paid in quarterly installments for his service on the Board. Mr. Miller will also receive an annual award of an option to purchase shares of Common Stock having an aggregate fair value on the date of grant of $65,000, and an annual award of restricted stock units having an aggregate fair value on the date of grant of $70,000, each of which will vest on the first anniversary of the date of grant, subject to Mr. Miller’s continuous service with the Company.
