Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Heather B. Redman and Erin S. Enright to the Board of Directors
On January 14, 2022, the board of directors (the "Board") of Brooklyn
ImmunoTherapeutics, Inc., a Delaware corporation (the "Company"), expanded its
size from five to six directors and appointed Heather B. Redman and Erin S.
Enright as new directors with immediate effect to fill the existing vacancy on
the Board and the new vacancy resulting from the increase in the Board's size.
Each of Ms. Redman and Ms. Enright will serve as a member of the Board until the
Company's 2022 annual meeting of stockholders and until her successor is duly
elected or appointed and qualified or her earlier death, resignation,
retirement, disqualification or removal. The Board appointed Ms. Redman to serve
as a member of the Compensation Committee and the Nominating and Corporate
Governance Committee, and the Board appointed Ms. Enright to serve as the Chair
of the Audit Committee and as a member of the Nominating and Corporate
Governance Committee.
Ms. Redman has served as a Managing Partner of Flying Fish Partners, a venture
capital firm investing in early-stage artificial intelligence companies, since
2016. Ms. Redman is a director and a member of the Audit and Finance Committees
of PPL Corporation (NYSE: PPL), an energy company. From 2014 to 2017, she served
as Vice President of Business Operations and General Counsel of Indix
Corporation, a big data artificial intelligence firm. Ms. Redman was a Principal
and Senior Vice President of Summit Power Group, a developer of large-scale
energy products, from 2001 to 2014. Ms. Redman holds a B.A. in English and
Russian from Reed College and a J.D. from Stanford Law School.
Ms. Enright has served as a Managing Member of Prettybrook Partners LLC, a
family office dedicated to investing in healthcare companies, since 2012. She
previously served as President and owner of Lee Medical Corporation, a medical
device manufacturer, from 2004 to 2013 and as Chief Financial Officer of
InfuSystem Holdings, Inc. (NYSE American: INFU), a provider of infusion pumps
and related services, from 2005 to 2007. From 1993 to 2003 Ms. Enright was with
Citigroup, where she was a Managing Director in its Equity Capital Markets
group. Ms. Enright has been a director, the Chairman, the Chair of the
Nominating and Governance Committee, and a member of the Audit and Compensation
Committees of Dynatronics Corporation (NASDAQ: DYNT), a medical device company,
since June 2015, and a director, the Chair of the Investment Committee and a
member of the Audit Committee of Medical Facilities Corporation (TSX: DR), owner
of a diverse portfolio of surgical facilities in the United States since
November 2018. Ms. Enright holds an A.B. in Public and International Affairs
from the School of Public and International Affairs at Princeton University and
a J.D. from the University of Chicago Law School.
There are no arrangements or understandings between either of Ms. Redman or Ms.
Enright and any other person pursuant to which either of Ms. Redman and Ms.
Enright was appointed as a director of the Company. The Board has determined
that each of Ms. Redman and Ms. Enright is independent under the applicable
rules of the Securities and Exchange Commission (the "SEC") and the Nasdaq Stock
Market.
There are no family relationships between either of Ms. Redman or Ms. Enright
and any of the Company's existing directors or executive officers. Since the
beginning of Company's last fiscal year, the Company has not engaged in any
transaction, or any currently proposed transaction, in which either of Ms.
Redman or Ms. Enright had or will have a direct or indirect material interest
that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Each of Ms. Redman and Ms. Enright will participate in the standard non-employee
director compensation arrangements described below under "Board of Directors
Compensation Structure" and, pursuant to the new policy for newly elected
directors, upon their respective appointments to the Board, each of Ms. Redman
and Ms. Enright received a grant under the Company's Restated 2020 Stock
Incentive Plan (the "2020 Plan") of a nonqualified stock option to acquire
67,000 shares of the Company's common stock, par value $0.005 per share ("Common
Stock"), which option has an exercise price equal to the fair market value per
share of Common Stock, as determined under the 2020 Plan, and, subject to
continued service on the Board, vests in an initial installment of 22,336 shares
on the first anniversary of the grant date and subsequent monthly installments
of 1,861 through the three-year anniversary of the grant date. The Company also
expects to enter into its standard director indemnification agreement with each
of Ms. Redman and Ms. Enright, a form of which was filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K filed with the SEC on April 16, 2021.
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Board of Directors Compensation Structure
As described in the table below, on July 6, 2021, the Board approved a new cash
retainer compensation program for non-employee directors and, on December 8,
2021, the Board's Compensation Committee approved a new equity compensation
program for non-employee directors.
Compensation Element Amount
Cash paid in quarterly installments or upon the
Annual Board Member effective date of an earlier resignation of the
Compensation non-employee director:
• Board Member: $40,000
• Board Chair: $70,000
Cash paid in quarterly installments or upon the
effective date of an earlier resignation of the
Committee Member non-employee director:
Retainers • Audit Committee: $7,500
• Compensation Committee: $5,000
• Nominating/Governance Committee: $4,000
Cash paid in quarterly installments or upon the
effective date of an earlier resignation of the
Leadership Supplemental non-employee director:
Retainer • Audit Committee Chair: $15,000
• Compensation Committee Chair: $10,000
• Nominating/Governance Committee Chair: $8,000
Option for 67,000 shares of Common Stock, which option
shall have an exercise price equal to the fair market
value per share of Common Stock, as determined under
New Director Equity Award the 2020 Plan, and, subject to continued service on
(outside directors) the Board, vest in an initial installment of 22,336
shares on the first anniversary of the grant date and
subsequent monthly installments of 1,861 through the
three-year anniversary of the grant date.
The Board and the Board's Compensation Committee designed the Company's
non-employee director compensation program to reward directors for their
contributions to the Company's success, align the director compensation program
with stockholder interests, and provide competitive compensation necessary to
attract and retain high quality non-employee directors. The Board's Compensation
Committee expects to review director compensation periodically to ensure that
director compensation remains competitive such that the Company can recruit and
retain qualified directors.
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