Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On May 11, 2023, the Board of Directors (the “Board”) of NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), on the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), appointed Mark A. Glickman, effective immediately, to serve as a Class III director to hold office for a term expiring at the Company’s 2025 annual meeting of the Company’s stockholders, which is the next stockholder meeting at which Class III directors will be elected. The Board has determined that Mr. Glickman is independent in accordance with the listing standards of Nasdaq, the Company’s internal policies, and the rules and regulations of the Securities and Exchange Commission.
Mark Glickman served as the Co-Chief Executive officer for TherapeuticsMD, Inc. (NASDAQ: TXMD) from 2022 through the sale of the assets of TXMD to Mayne Therapeutics in January of 2023. Prior to this role, Mr. Glickman served as Chief Business Officer, Commercial of TherapeuticsMD, Inc. since June 2021. Previously, Mr. Glickman served as the Chief Commercial Officer for Esperion Therapeutics, Inc. (NASDAQ: ESPR) from 2018 until December 2020, where he developed and led the commercial division in the launch of Esperion’s first cardiovascular prescription therapy. From June 2015 to March 2018, Mr. Glickman served as the Chief Commercial Officer for Aralez Pharmaceuticals, where Mr. Glickman built out and led the first commercial effort for a previously clinical organization. Prior to June 2015, Mr. Glickman was Executive Vice President of Sales and Marketing for Auxilium (Endo) where Mr. Glickman led all commercial efforts for a portfolio of thirteen pharmaceutical products. Mr. Glickman’s previous positions include Senior Vice President of Sales and Marketing and Vice President of Medical Devices for Otsuka America Pharmaceuticals Inc. and marketing head, Regional Sales Director and Vice President of Sales and Operations at Kos Pharmaceuticals (Abbot Labs) where Mr. Glickman expanded his skills in the commercial products area.
Mr. Glickman has over 30 years of experience in the pharmaceutical and medical device industry where he began his life sciences career as a diagnostic sales representative and progressed in roles of increasing responsibility to senior executive positions. Mr. Glickman received a Bachelor of Arts degree in Political Science from S.U.N.Y Oswego, and a Master of Business Administration in Finance and International Management from the N.Y.U. Stern School of Business.
In connection with Mr. Glickman’s appointment to the Board, the Company will enter into its standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10.5 to the Form 8-K filed on December 31, 2019, and is incorporated herein by reference, with Mr. Glickman. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. Glickman for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by Mr. Glickman in any action or proceeding arising out of Mr. Glickman’s service to the Board.
There is no understanding or arrangement between Mr. Glickman and any other person pursuant to which Mr. Glickman was appointed as a director. There is no family relationship between Mr. Glickman and any director or officer of the Company, and except as stated herein, Mr. Glickman does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Glickman’s service as a member of the Board, Mr. Glickman is entitled to receive the Company’s standard non-employee director compensation pursuant to the Company’s Amended and Restated Non-Employee Director Compensation Policy, which was adopted by the Board on January 14, 2022, a copy of which was previously filed as Exhibit 10.1 to the Form 8-K filed on January 28, 2022 (the “Non-Employee Director Compensation Policy”), and is incorporated herein by reference. Pursuant to the terms and conditions of the Non-Employee Director Compensation Policy, Mr. Glickman is entitled to receive an initial grant for a nonstatutory stock option to acquire 40,000 shares of the Company’s common stock (the “Initial Grant”) pursuant to the terms and conditions of the Company’s 2022 Equity Incentive Plan (the “Plan”), which will vest in a series of three successive equal annual installments over the three-year period measured from the date of grant, subject to Mr. Glickman’s service to the Company through each applicable vesting date. Pursuant to the terms and conditions of the Non-Employee Director Compensation Policy, Mr. Glickman will receive $40,000 annual cash retainer for serving as a member of the Board, which will be pro-rated for the remainder of calendar year 2023. In the event Mr. Glickman is appointed to serve on any committees of the Board, Mr. Glickman will be entitled to the additional compensation for Committee service as set forth in the Non-Employee Director Compensation Policy.
