| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
Appointment of George Eliades
On April 5, 2021, Oyster Point Pharma, Inc. (the “Company”) announced that, upon recommendation by the Corporate Governance and Nominating Committee, the Company’s board of directors (the “Board”) appointed George Eliades to serve as a director of the Company, effective April 2, 2021. The Company also announced that the Board has unanimously approved the appointment of Mr. Eliades to the Compensation Committee of the Board. Mr. Eliades’ term will expire at the Company’s 2022 annual meeting of stockholders.
Mr. Eliades has served as Senior Vice President, Corporate Development and Chief Transformation Officer of Jazz Pharmaceuticals since December 2020. From November 2007 to December 2020, Mr. Eliades was a partner at Bain & Company, where he focused primarily on advising biopharmaceutical clients. Mr. Eliades has advised multiple clients on their transformation agendas, including strategy, cost, M&A and digital driven transformation. Before joining Bain, Mr. Eliades was a consultant at Monitor Group serving global biopharmaceutical clients. Mr. Eliades serves as the Chairman of the Board of Directors for the Pulmonary Fibrosis Foundation and has also advised nonprofits in the healthcare space, including the California Life Sciences Association and the American Society of Retina Specialists.
There is no arrangement or understanding between Mr. Eliades and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Eliades and any of the Company’s other directors or executive officers. Mr. Eliades does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K.
Mr. Eliades will be compensated in accordance with the Company’s outside director compensation policy currently in effect (the “Policy”). Pursuant to the Policy, Mr. Eliades will be entitled to receive a $40,000 annual retainer for his service on the Board and a $5,000 annual retainer for his service as a member of the Compensation Committee, prorated for the portion of the year served. In addition, pursuant to the Policy, on April 2, 2021, Mr. Eliades was granted 21,585 restricted stock units (“RSUs”) in the aggregate, consisting of 19,935 RSUs (the “Initial Award”), one-third of which will vest annually over three years, subject to continued service on the Board through each vesting date, and 1,650 RSUs (the “Additional Initial Award”), one-third of which will vest monthly on the same day of the month beginning on April 8, 2021 until the Company’s annual meeting which the Company expects to take place in June 2021 (the “Annual Meeting”), provided, however, if all of such RSUs in the Additional Initial Award 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. Eliades will be eligible for an annual award of restricted stock units pursuant to the terms of the Policy. Mr. Eliades 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.
| Item 7.01 | Regulation FD Disclosure. |
On April 5, 2021, the Company issued a press release announcing the appointment of Mr. Eliades to the Board.
A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, regardless of any general incorporation language in such filing, except as otherwise expressly stated in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
