| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 23, 2020, the Board of Directors (the “Board”) of Karuna Therapeutics, Inc. (the “Company”) appointed Christopher Coughlin as a director of the Company’s Board, effective April 24, 2020. Mr. Coughlin was also appointed to serve as the Chairman of the Company’s Audit Committee of the Board. Mr. Coughlin will serve as a Class II director, to serve until the Company’s annual meeting of stockholders in 2021.
Mr. Coughlin served as Senior Advisor to the CEO and Board of Directors of Tyco until September 2012. Prior to that, he was Executive Vice President and Chief Financial Officer of Tyco International from 2005 to 2010. During his tenure, he played a central role in the separation of Tyco into five independent, public companies. Prior to joining Tyco, he worked as the Chief Operating Officer of the Interpublic Group of Companies from June 2003 to December 2004 and as Chief Financial Officer from August 2003 to June 2004. Previously, Mr. Coughlin was Executive Vice President and Chief Financial Officer of Pharmacia Corporation from 1998 until its acquisition by Pfizer in 2003. Prior to that, he was Executive Vice President of Nabisco Holdings and President of Nabisco International. From 1981 to 1996 he held various positions, including Chief Financial Officer, at Sterling Winthrop. Mr. Coughlin currently serves on the board of directors of Allergan plc, Alexion Pharmaceuticals, Inc. and Prestige Consumer Healthcare Inc. Mr. Coughlin also previously served on the board of directors of Dun & Bradstreet Corp. and Hologic Inc. Mr. Coughlin received a B.S. in accounting from Boston College. Our Board believes that Mr. Coughlin is qualified to serve on our board of directors due to his extensive experience in complex financial and accounting matters, including public accounting and reporting, and his broad experience as a public company director.
Mr. Coughlin will be compensated for his service as anon-employee director pursuant to the Company’sNon-Employee Director Compensation Policy and received an initial option award to purchase 25,000 shares of the Company’s common stock pursuant to the Company’s 2019 Stock Option and Incentive Plan. As anon-employee director, Mr. Coughlin is also entitled to receive an annual cash retainer of $35,000 as a member of the Board and an additional $15,000 as Chairman of the Audit Committee of the Board.
The Company also entered into an indemnification agreement with Mr. Coughlin in connection with his appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company. There are no other arrangements or understandings between Mr. Coughlin and any other persons pursuant to which he was selected as a director, and Mr. Coughlin has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of RegulationS-K.
| Item 9.01. | Financial Statements and Exhibits. |
