Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 27, 2022, Thomas Reilly, Chief Financial Officer of Cara
Therapeutics, Inc. (the "Company"), gave notice of his resignation, effective on
or about June 15, 2022, to pursue a new opportunity. The Company has commenced a
search for Mr. Reilly's replacement. Mr. Reilly's departure is not due to a
dispute or disagreement with the Company.
Effective immediately following Mr. Reilly's departure, Richard Makara, the
Company's Vice President, Head of Accounting & Controller, will assume
Mr. Reilly's responsibilities on an interim basis. As of that date, Mr. Makara
will assume the position of the Company's principal financial officer and
principal accounting officer until such time as his successor is appointed, or
until his earlier resignation or removal.
Mr. Makara, 52, has served the Company in various capacities since October 2014,
most recently serving as VP, Head of Accounting & Controller from November 2018
to present. Mr. Makara previously served as the Company's principal financial
officer and principal accounting officer on an interim basis from December 2019
to October 2020. Prior to joining the Company, he served as Director of
Accounting at Purdue Pharma from June 2010 to October 2014. Before joining
Purdue, he served as an auditor for PricewaterhouseCoopers from 1992 to 2009.
Mr. Makara received his B.S. in Accounting from Purdue University. Mr. Makara is
a certified public accountant.
There is no family relationship between Mr. Makara and any director or executive
officer of the Company and he has no direct or indirect material interest
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In recognition of Mr. Makara's service to the Company, on the date that
Mr. Makara assumes Mr. Reilly's responsibilities on an interim basis, the
Company will grant restricted stock units for 7,500 shares of the Company's
common stock (the "RSU Grant") to Mr. Makara. The RSU Grant will vest at the
earlier of (i) December 31, 2022 or (ii) the appointment of the Company's new
Chief Financial Officer, subject to Mr. Makara's continuous employment with the
Company as of such vesting date.
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