| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 22, 2021, Zai Lab Limited (the “Company”) announced the promotion of Harald Reinhart, M.D., from his current role as Chief Medical Officer to President and Head of Global Development for Neuroscience, Autoimmune and Infectious Diseases. Dr. Reinhart, age 70, has been with the Company since inception, first as an advisor and since 2017, as Chief Medical Officer responsible for the autoimmune and infectious diseases portfolio.
Prior to joining the Company, Dr. Reinhart served at Shionogi U.S. as Senior Vice President and Head of Clinical Development and Medical Affairs directing a broad portfolio of antibiotics, diabetes, allergy, and pain medications. Between 2003 and 2011, he was with Novartis as Vice President and Therapeutic Area Head, Clinical Development and Medical Affairs, where he oversaw successful regulatory filings for Coartem, Famvir, Sebivo, and Cubicin, and managed clinical development teams for infectious disease, immunity, transplantation, and renal disease. At Bayer Corp, he was international clinical project lead for ciprofloxacin and acarbose, and managed various other compounds.
Dr. Reinhart holds a doctorate in medicine from the University of Würzburg in Germany where he trained in surgery, anesthesiology, and internal medicine. He completed his medical and subspecialty training in the U.S. with board-certifications in internal medicine and infectious diseases. He is currently on faculty at Yale School of Medicine as Adjunct Clinical Professor of infectious diseases.
On December 21, 2021, upon the recommendation of the Compensation Committee, the Board of Directors of the Company (the “Board”) approved the promotion of Dr. Reinhart, effective immediately. In connection with the promotion, the Board voted to increase Dr. Reinhart’s base salary and target bonus commencing fiscal year 2022, as well as Dr. Reinhart’s target bonus for fiscal year 2021, to be commensurate with other executive officers of the Company of equal office as Dr. Reinhart. The specific compensation details resulting from Dr. Reinhart’s promotion is unavailable at the time of this filing. The Company will make a subsequent filing when such information is determined and becomes available.
The Board also approved a special equity grant of 30,000 restricted share units, with 50% vesting immediately and the other 50% vesting on December 31, 2022.
In accordance with the Company’s customary practice, the Company previously entered into an indemnification agreement with Dr. Reinhart, which requires the Company to indemnify Dr. Reinhart against certain liabilities that may arise in connection with his status or service as an officer. The foregoing description is qualified in its entirety by the full text of the form of indemnification agreement, which was filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on March 1, 2021 and which is incorporated herein by reference.
There is no arrangement or understanding between Dr. Reinhart and any other person pursuant to which Dr. Reinhart was selected as an officer. There are no transactions involving Dr. Reinhart requiring disclosure under Item 404(a) of Regulation S-K of the SEC.
A copy of the press release announcing Dr. Reinhart’s promotion is filed as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
