Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On November 1, 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 James P. Tursi, M.D., effective immediately, to serve as a Class I director to hold office for a term expiring at the Company’s 2026 annual meeting of the Company’s stockholders, which is the next stockholder meeting at which Class I directors will be elected. The Board also appointed Dr. Tursi to serve as a member of the Nominating Committee. The Board has determined that Dr. Tursi is independent in accordance with the listing standards of the Nasdaq Stock Market, LLC, the Company’s internal policies, and the rules and regulations of the Securities and Exchange Commission.
James P. Tursi has served as Executive Vice President – Global R&D for Endo International plc (NASDAQ: ENDP) since January 2022. From April 2020 until January 2022, Dr. Tursi served as Chief Scientific Officer US for Ferring Pharmaceuticals. From August 2018 until April 2020, Dr. Tursi served as Executive Vice President, R&D for Antares Pharma Inc. Prior to August 2018, Dr. Tursi served as Chief Medical Officer at Aralez Pharmaceuticals, Chief Medical Officer and Vice President of Clinical R&D for Auxilium Pharmaceuticals, and held positions of increasing responsibility at GlaxoSmithKline and Procter & Gamble Pharmaceuticals.
Dr. Tursi practiced medicine and surgery for over 10 years and created a medical education company, I Will Pass®, which assisted physicians in the process of board certification. He holds a Bachelor of Science degree in Chemistry and Biology from Ursinus College; a Doctor of Medicine from Medical College of Pennsylvania and performed his residency in Gynecology and Obstetrics at the Johns Hopkins Hospital.
In connection with Dr. Tursi’s appointment to the Board, the Company and Dr. Tursi 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 which is incorporated herein by reference. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Dr. Tursi for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by Dr. Tursi in any action or proceeding arising out of Dr. Tursi’s service to the Board.
There is no understanding or arrangement between Dr. Tursi and any other person pursuant to which Dr. Tursi was appointed as a director. There is no family relationship between Dr. Tursi and any director or officer of the Company, and except as stated herein, Dr. Tursi 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 Dr. Tursi’s service as a member of the Board, Dr. Tursi 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 June 27, 2023, a copy of which was previously filed as Exhibit 10.1 to the Form 8-K filed on June 29, 2023 (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, Dr. Tursi is entitled to receive an initial RSU Award for 25,000 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”), of which 50% will be vested as of the grant date and the other 50% will vest in two equal installments on each subsequent anniversary of the date of grant, subject to Dr. Tursi’s service to the Company through each applicable vesting date. Pursuant to the terms and conditions of the Non-Employee Director Compensation Policy, Dr. Tursi will receive a $40,000 annual cash retainer for serving as a member of the Board and a $5,000 annual cash retainer for serving as a member of the Nominating Committee, which will be pro-rated for the remainder of calendar year 2023. In the event Dr. Tursi is appointed to serve on any additional committees of the Board, Dr. Tursi will be entitled to the additional compensation for Committee service set forth in the Non-Employee Director Compensation Policy.
In accordance with the Non-Employee Director Compensation Policy, Dr. Tursi will also be eligible to be granted, 30 days following the Company’s annual meeting of stockholders, an RSU Award for 12,500 shares of the Company’s common stock (the “Annual Grant”). Each Annual Grant will vest upon the earlier of the one (1) year anniversary of the
