Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 6, 2021, upon the recommendation of the Nominating and Corporate
Governance Committee of the Board of Directors (the "Board") of Ovid
Therapeutics Inc. (the "Company"), the Board appointed Dr. Kevin Fitzgerald,
Ph.D. as a director of the Company, effective immediately. Dr. Fitzgerald will
serve as a Class II director whose term will expire at the Company's 2022 annual
meeting of stockholders. As of the time of the filing of this Current Report on
Form 8-K, the Board has not determined the committees, if any, to which Dr.
Fitzgerald will be appointed.
Dr. Fitzgerald will be entitled to receive cash and equity compensation pursuant
to the Company's Non-Employee Director Compensation Policy (the "Policy"), as in
effect from time to time, including annual cash compensation of $40,000,
prorated based on actual days served in the applicable fiscal year, and
reimbursement of travel expenses incurred in connection with his attendance at
Board meetings. Pursuant to the Policy, on October 6, 2021, Dr. Fitzgerald was
granted an option to purchase 30,000 shares of the Company's common stock at an
exercise price of $3.44 per share; the shares subject to such stock option will
vest monthly over a three-year period, subject to Dr. Fitzgerald's continued
service as a director. Further, under the Policy, Dr. Fitzgerald will receive an
option to purchase 15,000 shares of the Company's common stock (the "Annual
Grant") following the date of each of the Company's annual meetings of
stockholders, subject to his continued service as a director following the date
of each such annual meeting. Each Annual Grant will vest in full twelve months
following the applicable date of grant, subject to Dr. Fitzgerald's continued
service as a director through such vesting date.
In connection with his appointment to the Board, Dr. Fitzgerald has entered into
the Company's standard form of indemnity agreement with its directors and
officers, a copy of which was filed as Exhibit 10.1 to the Company's
Registration Statement on Form S-1 (File No. 333-217245) filed with the SEC on
April 10, 2017.
There are no arrangements or understandings between Dr. Fitzgerald and any other
person pursuant to which Dr. Fitzgerald was elected as a director. Dr.
Fitzgerald does not have any family relationships with any of the Company's
directors or executive officers, and he does not have a direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses