Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
On March 1, 2024, the Board of Directors (the “Board”) of NeuroBo Pharmaceuticals, Inc. (the “Company”) appointed Mr. Marshall H. Woodworth, age 66, as the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, effective as of March 1, 2024.
From October 27, 2023 through February 29, 2024, Mr. Woodworth served as Acting Chief Financial Officer of the Company pursuant to an engagement agreement between the Company and WhiteCap Search Holdings, LLC, dated February 3, 2023. From October 27, 2023 through February 29, 2024, Mr. Woodworth received his compensation and benefits from WhiteCap Search Holdings, LLC. On March 1, 2024, in connection with the appointment of Mr. Woodworth as the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, the Company terminated the engagement agreement with WhiteCap Search Holdings, LLC.
From May 2017 through May 2023, Mr. Woodworth served as the Chief Financial Officer of Nevakar Inc. and its respective subsidiaries (Nevakar Injectables Inc. and Vyluma Inc.), where Mr. Woodworth was responsible for the accounting, financing, legal and human resources functions. From October 2015 through October 2016, Mr. Woodworth served as the Chief Financial Officer of Braeburn Pharmaceuticals Inc., where Mr. Woodworth led and coordinated the accounting, finance and treasury functions. From May 2014 to July 2015, Mr. Woodworth served as the Chief Financial Officer of Aerocrine AB, where Mr. Woodworth had responsibility for directing and coordinating the accounting and finance, FRS (Swedish SEC) reporting, investor relations, human resources and legal aspects of the company. From January 2010 through February 2014, Mr. Woodworth served as Chief Financial Officer of Furiex Pharmaceuticals, Inc. (Nasdaq: FURX), where Mr. Woodworth led a multi-disciplinary team and managed accounting, finance, SEC reporting, financial planning, analysis and reporting, and treasury functions. Mr. Woodworth received a Bachelor of Science degree from University of Maryland and a Master of Business Administration degree in Finance from Indiana University.
On March 1, 2024, the Company and Mr. Woodworth entered into an employment agreement (the “Employment Agreement”). The Employment Agreement has an initial term (the “Initial Term”) of two (2) years beginning on March 1, 2024 and automatically renews for an additional one year period at the end of the Initial Term and each anniversary thereafter (a “Renewal Term”) provided that at least 60 days prior to the expiration of the Initial Term or any Renewal Term the Board does not notify Mr. Woodworth of its intention not to renew.
The Employment Agreement entitles Mr. Woodworth to an annual base salary of $380,000, reviewed annually. Mr. Woodworth is also eligible for annual incentive compensation targeted at 40% of his base salary. Pursuant to the terms of the Employment Agreement, Mr. Woodworth was granted, effective as of Mr. Woodworth’s first day of employment with the Company (the “Grant Date”), a restricted stock unit award for 33,496 shares of the Company’s common stock pursuant to the terms of a RSU grant notice and form award agreement (the “RSU Award”) under the Company’s 2022 Equity Incentive Plan (the “2022 Plan”). The RSU Award vests as follows: (i) 30% of the shares underlying the RSU Award on the first anniversary of the Grant Date; (ii) 30% of the shares underlying the RSU Award on the second anniversary of the Grant Date; and (iii) the remaining shares subject to the RSU Award, shall vest and become exercisable in equal monthly installments on the last day of each full month over the twelve (12) months following the second anniversary of Grant Date. If during the period while Mr. Woodworth is employed by the Company, the Company consummates a Change in Control (as defined in the Employment Agreement) and the RSU Award is not assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in such Change in Control in the manner contemplated by the 2022 Plan, then 100% of the unvested portion of the RSU Award shall fully vest immediately prior to the effectiveness of such Change in Control.
In the event of Mr. Woodworth’s death during the employment period or a termination due to disability, Mr. Woodworth or his beneficiaries or legal representatives shall be entitled to receive any annual base salary earned, but unpaid, for services rendered to the Company on or prior to the date on which the employment period ends, unreimbursed expenses and certain other benefits provided for in the Employment Agreement (the “Unconditional Entitlements”). In the event of termination for cause by the Company or the termination of employment as a result of resignation without good reason, Mr. Woodworth shall be provided the Unconditional Entitlements.
In the event of a resignation by Mr. Woodworth for good reason or the exercise by the Company of its right to terminate Mr. Woodworth other than for cause, death or disability, Mr. Woodworth will receive the Unconditional Entitlements and, subject to Mr. Woodworth signing and delivering to the Company and not revoking a general release of claims in favor of the Company and certain related parties, the Company shall pay a severance amount to Mr. Woodworth equal to twenty-
