| Item 5.02 | Election of Director. |
On October 11, 2021, the Board of Directors (the “Board”) of Satsuma Pharmaceuticals, Inc., a Delaware corporation (“Satsuma” or the “Company”) appointed Mutya Harsch as a member of the Board. Ms. Harsch will serve as a Class III director with a term of office commencing on October 11, 2021 and expiring at the Company’s 2022 annual meeting of stockholders or until her successor is duly elected and qualified, or her earlier death, resignation or removal.
Ms. Harsch currently serves as General Counsel, Chief Legal Officer and Secretary of VYNE Therapeutics, a biopharmaceutical company. Prior to joining VYNE Therapeutics in March 2020, Ms. Harsch served as General Counsel and Chief Legal Officer of Foamix Pharmaceuticals Ltd. Ms. Harsch was with Foamix since January 2018, and previously served as General Counsel and Senior Vice President of Legal Affairs. She has over 20 years of legal experience, previously holding positions as Special Counsel, Mergers & Acquisitions, at Cooley LLP from 2015 to 2017, as a corporate lawyer at Davis Polk & Wardwell from 1999 to 2003 and 2005 to 2015, and as Assistant General Counsel at Warner Chilcott from 2003 to 2005. Ms. Harsch received her J.D. and B.A. from the University of California at Berkeley.
Mr. Harsch will be entitled to compensation for her services as a director in accordance with the Company’s non-employee director compensation program (the “Director Compensation Program”), including a $35,000 annual retainer for service as a Board member. In connection with her appointment to the Board, pursuant to the terms of the Director Compensation Program, Ms. Harsch was granted an initial option grant to purchase 40,000 shares of Common Stock (the “Initial Award”) pursuant to the Company’s 2019 Incentive Award Plan (the “Plan”). The Initial Award shall vest as to 1/36 of the shares on each monthly anniversary of the grant date, subject to continued service through each applicable vesting date. Pursuant to the terms of the Director Compensation Program, the Initial Award will vest in full immediately prior to the occurrence of a change in control. All equity awards granted under the Plan have a maximum term of ten years, and the exercise price of each option granted under the Plan is equal to 100% of the fair market value of the Common Stock on the date of grant.
In connection with Ms. Harsch’s appointment to the Board, the Company will enter into an indemnification agreement with Ms. Harsch (the “Indemnification Agreement”) in accordance with the Company’s standard practice and pursuant to the form previously approved by the Board and the Company’s stockholders. The Indemnification Agreement, among other things, requires the Company to indemnify Ms. Harsch to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties, fines and settlement amounts incurred in any action or proceeding, including any action or proceeding by or in right of the Company, arising out of Ms. Harsch’s services as a director.
