ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 20, 2022, the Board of Directors (the "Board") of Intra-Cellular
Therapies, Inc. (the "Company") appointed E. Rene Salas to join the Board to
serve as a Class I director until the 2023 Annual Meeting of Stockholders and
until his successor has been duly elected and qualified, or until his earlier
death, resignation, retirement or removal. The Board also appointed Mr. Salas to
the Audit Committee of the Board.
E. Rene Salas, 60, has over 35 years of experience with accounting and advisory
projects in the life sciences and technology industries. From 1987 to 2019,
Mr. Salas worked at Ernst & Young LLP in a variety of roles, most recently as a
senior client partner from 2010 to 2019. At Ernst & Young LLP, Mr. Salas also
served in various leadership roles on diversity, equity and inclusion ("DEI") at
the national and regional level, including the firm's national task force on
DEI. From 2020 to 2022, he served as the Chief Financial Officer of Wellstat,
LLC, an early-stage biopharmaceutical company. He currently serves on the board
of directors for Embody, Inc., a privately-held medical device company focused
on soft tissue healing. Mr. Salas received his a B.B.A. in accounting from the
University of Texas at San Antonio. He has also completed executive education
programs in strategic leadership for Ernst & Young partners at Harvard Business
School and Northwestern University's Kellogg School. Mr. Salas is also a
Certified Public Accountant. His qualifications to serve as a member of the
Board include his many years of experience in the healthcare industry and his
accounting and advisory expertise.
The Board has determined that Mr. Salas (i) is an "independent director" as
defined in Section 5605(a)(2) of the Nasdaq Marketplace Rules, (ii) meets the
requirements for audit committee service pursuant to Nasdaq Marketplace Rule
5605(c)(2)(A), and (iii) is an "audit committee financial expert," as defined in
Item 407(d)(5)(ii) of Regulation S-K. There are no arrangements or
understandings between Mr. Salas and any other person pursuant to which
Mr. Salas was appointed as a director. There are no transactions to which the
Company is a party and in which Mr. Salas has a material interest that are
required to be disclosed under Item 404(a) of Regulation S-K.
Mr. Salas will be entitled to the standard compensation paid by the Company to
all of its non-employee directors under the Company's Non-Employee Director
Compensation Policy, as amended (the "Director Compensation Policy"), including
an annual retainer of $45,000 for service on the Board and an annual retainer of
$10,000 for service on the Audit Committee (pro-rated for the portion of the
year in which he serves as a member of the Board and the Audit Committee). In
accordance with the Director Compensation Policy, Mr. Salas was also
automatically granted an initial non-qualified stock option to purchase 20,000
shares of the Company's common stock on the date of his appointment to the
Board. The Director Compensation Policy is filed as Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q, filed by the Company on August 9, 2021,
and is incorporated herein by reference.
Mr. Salas has also entered into an indemnification agreement in the form the
Company has entered into with its other non-employee directors, which form is
filed as Exhibit 10.13 to the Company's Current Report on Form 8-K, filed by the
Company on September 5, 2013, and is incorporated herein by reference.
On April 20, 2022, The Nasdaq Stock Market LLC ("Nasdaq") issued a letter to the
Company indicating that, as a result of Mr. Salas' appointment, Nasdaq has
determined that the Company has regained compliance with Nasdaq Marketplace Rule
5605(c)(2), which requires the Company's Audit Committee be comprised of three
independent directors.
The Company issued a press release on April 21, 2022, announcing the appointment
of Mr. Salas to the Board. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release dated April 21, 2022.
104 Cover Page Interactive Data file (embedded within the Inline XBRL
document).
The press release may contain hypertext links to information on our website. The
information on our website is not incorporated by reference into this Current
Report on Form 8-K and does not constitute a part of this Form 8-K.
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