| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
Resignation of Michael Ackermann
On October 8, 2020, Oyster Point Pharma, Inc. (the “Company”) announced that Michael Ackermann, Ph.D., the Chairperson of the Company’s board of directors (the “Board”), has decided to resign from the Company’s Board and each of the Compensation Committee and the Corporate Governance and Nominating Committee. The resignation is effective October 8, 2020 and was not the result of any disagreement with the Company.
In connection with Dr. Ackermann’s resignation, Dr. Ackermann and the Company entered into a consulting agreement, dated October 8, 2020, pursuant to which Dr. Ackermann will provide consulting services to the Company effective October 8, 2020.
Appointment of Michael G. Atieh
In connection with Dr. Ackermann’s resignation, the Board appointed Michael Atieh to serve as a director of the Company, effective October 8, 2020. The Company also announced that the Board has unanimously approved the appointment of Mr. Atieh as the Chairperson of the Audit Committee, which was recommended by the Corporate Governance and Nominating Committee. Mr. Atieh will replace Mark Murray as the Chairperson of the Audit Committee. Mr. Atieh’s term will expire at the Company’s 2022 annual meeting of stockholders.
Mr. Atieh has served as a director and chairman of the Audit Committee of Immatics, N.V., a clinical-stage biopharmaceutical company, since July 2020. Mr. Atieh has also served as director of electroCore, Inc., a medical technology company, since June 2018. He is currently Chairman and previously chaired the Audit Committee from June 2018 until September 2018. Mr. Atieh has also served as a director of Chubb Limited, the parent company of the Chubb Group of Companies focused on global insurance and reinsurance services, since January 1990. He currently is a member of the Risk and Finance Committee and previously chaired the Audit Committee from 2012 to 2018. Mr. Atieh also served as Executive Vice President and Chief Financial and Business Officer of Ophthotech Corporation (a biopharmaceutical company) from September 2014 until March 2016. From February 2009 until its acquisition in February 2012, Mr. Atieh was Executive Chairman of Eyetech Inc., a private specialty pharmaceutical company. He served as Executive Vice President and Chief Financial Officer of OSI Pharmaceuticals from June 2005 until December 2008. Mr. Atieh has previously served as a director and/or in management roles at a number of life sciences and biotechnology companies including Theravance Biopharma, Inc. Dendrite International, Inc. and Merck & Co. Inc.
There is no arrangement or understanding between Mr. Atieh and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Atieh and any of the Company’s other directors or executive officers. Mr. Atieh does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K.
Mr. Atieh will be compensated in accordance with the Company’s outside director compensation policy (the “Policy”). Pursuant to the Policy, Mr. Atieh will be entitled to receive a $40,000 annual retainer for his service on the Board and a $15,000 annual retainer for his service as Chairperson of the Audit Committee, prorated for the portion of the year served. In addition, pursuant to the Policy, on October 8, 2020, Mr. Atieh was granted 19,695 restricted stock units (“RSUs”) in the aggregate. 15,295 RSUs, one-third of which will vest annually over three years, subject to continued service on the Board through each vesting date. 4,400 RSUs, one-eighth of which will vest monthly on the same day of the month until the Company’s annual meeting to be held in 2021 (“Annual Meeting”); provided, however, if all of such RSUs are not fully vested at the Company’s next Annual Meeting, any such remaining RSUs will vest on the date of the Company’s next Annual Meeting, in each case, subject to continued service on the Board through each vesting date. In addition, Mr. Atieh will be eligible for an annual award of restricted stock units pursuant to the terms of the Policy. Mr. Atieh has also entered into the Company’s standard indemnity agreement, the form of which was previously filed by the Company as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-238194), initially filed with the Securities and Exchange Commission on May 12, 2020.
Appointment of Ali Behbahani as Chairperson of the Board
In connection with Mr. Ackermann’s resignation, on October 8, 2020, the Company announced that the Board unanimously approved the appointment of Ali Behbahani as the Chairperson of the Board.
