Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Denice Torres
On December 22, 2020, the board of directors (the "Board") of Karuna
Therapeutics, Inc. (the "Company") appointed Denice Torres as a member of the
Company's Board, effective immediately. Ms. Torres will serve as a Class III
director, to serve until the Company's annual meeting of stockholders in 2022.
Ms. Torres is the founder and chief executive officer of The Ignited Company,
which she founded in November 2017. Ms. Torres is also the founder of The
Mentoring Place, which she founded in 2017. From December 2004 to December 2017,
Ms. Torres served in roles of increasing authority at Johnson & Johnson,
ultimately serving as chief strategy and business transactions officer, medical
device. Prior to that, from 1990 to 2004, Ms. Torres held various senior
commercial leadership roles at Eli Lilly and Company, including executive
director of global neuroscience and director of U.S. women's health. Ms. Torres
also serves on the board of directors of bluebird bio, Inc. Ms. Torres holds an
M.B.A. from the University of Michigan, a J.D. from Indiana University School of
Law, and a B.S. in Psychology from Ball State. Our Board believes Ms. Torres is
qualified to serve as a member of the Board due to her extensive experience as
an executive in the pharmaceutical industry.
Ms. Torres will be compensated for her service as a non-employee director
pursuant to the Company's Non-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 a
non-employee director, Ms. Torres is also entitled to receive an annual cash
retainer of $35,000 as a member of the Board.
The Company also entered into an indemnification agreement with Ms. Torres in
connection with her 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 Ms. Torres and any other persons
pursuant to which she was selected as a director, and Ms. Torres has no direct
or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued by Karuna Therapeutics, Inc., dated December 22, 2020
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