Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Appointment of Donald Santel
On August 2, 2021, Oyster Point Pharma, Inc. (the "Company") announced that,
upon recommendation by the Corporate Governance and Nominating Committee, the
Company's board of directors (the "Board") appointed Donald Santel to serve as a
director of the Company, effective July 30, 2021. The Company also announced
that the Board has unanimously approved the appointment of Mr. Santel as Chair
of the Board, as well as to the Compensation Committee of the Board. Mr.
Santel's term will expire at the Company's 2023 annual meeting of stockholders.
Donald Santel served as Executive Chairman of Adicet Bio, Inc., a private
allogeneic cell therapy oncology company, from October 2017 through its reverse
merger with resTORbio, Inc. in September 2020. From March 2018 through April
2019, Mr. Santel also served as Adicet Bio's interim Chief Executive Officer. He
previously served as Chief Executive Officer of Hyperion Therapeutics, a public
biopharmaceutical company, from June 2008 until the sale of the company to
Horizon Pharma in May 2015, and was a member of Hyperion's board of directors
from March 2007 through the company's sale. Previously, Mr. Santel was a
co-founder, member of the board of directors and the Chief Executive Officer of
CoTherix, Inc., a public pharmaceutical company, from January 2000 through its
sale to Actelion in January 2007. Prior to joining CoTherix, Mr. Santel was
employed by several medical device companies, including Cardiac Pathways
Corporation (acquired by Boston Scientific) and Medtronic, Inc. Mr. Santel has
served as chairman and independent director of Ocelot Bio, Inc., a private
biopharmaceutical company, since June 2021. Mr. Santel has also served as an
independent director of Consonance-HFW Acquisition Corporation since November
2020. Mr. Santel previously served on the board of directors and the audit and
compensation committees of Anthera Pharmaceuticals, Inc. and as a director of
ChemGenex Pharmaceuticals, Inc., each a biopharmaceutical company.
There is no arrangement or understanding between Mr. Santel and any other person
pursuant to which he was selected as a director of the Company, and there is no
family relationship between Mr. Santel and any of the Company's other directors
or executive officers. Mr. Santel does not have a material interest in any
transaction that is required to be disclosed under Item 404(a) of Regulation
S-K.
Mr. Santel will be compensated in accordance with the Company's outside director
compensation policy currently in effect (the "Policy"). Pursuant to the Policy,
Mr. Santel will be entitled to receive a $40,000 annual retainer for his service
on the Board, a $75,000 annual retainer for his service as Chair of the Board,
and a $6,000 annual retainer for his service as a member of the Compensation
Committee, prorated for the portion of the year served. In addition, pursuant to
the Policy, on July 30, 2021, Mr. Santel was granted 10,405 stock options to
purchase shares of the Company's common stock ("Stock Options"), one-third of
which will vest on the one-year anniversary of the date of grant and the
remainder of which will vest in equal monthly installments over a two-year
period thereafter, and 6,937 restricted stock units ("RSUs"), one-third of which
will vest annually over three years, in each case, subject to continued service
on the Board through each vesting date. Mr. Santel was also granted an
additional 4,765 Stock Options and 3,177 RSUs (the "Additional Initial Award");
the Stock Options in the Additional Initial Award will vest in equal monthly
installments over 11 months, beginning on August 7, 2021, and the RSUs in the
Additional Initial Award will vest on June 7, 2022, provided, however, if all of
such Stock Options and RSUs in the Additional Initial Award are not fully vested
at the Company's 2022 annual meeting of stockholders (the "2022 Annual
Meeting"), any such remaining Stock Options and RSUs will vest on the date of
the 2022 Annual Meeting, in each case, subject to continued service on the Board
through each vesting date. In addition, Mr. Santel will be eligible for an
annual award of stock options and restricted stock units pursuant to the terms
of the Policy. Mr. Santel has also entered into the Company's standard indemnity
agreement, the form of which was previously filed by the Company as Exhibit 10.1
to the Company's Registration Statement on Form S-1 (File No. 333-238194),
initially filed with the Securities and Exchange Commission on May 12, 2020.
Item 7.01 Regulation FD Disclosure.
On August 2, 2021, the Company issued a press release announcing the appointment
of Mr. Santel to the Board.
A copy of this press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K. The information furnished pursuant to this Item 7.01, including
Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, and shall not be deemed incorporated by reference
into any other filing with the Securities and Exchange Commission made by the
Company, regardless of any general incorporation language in such filing, except
as otherwise expressly stated in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated August 2, 2021
Cover Page Interactive Data File (embedded within the Inline XBRL
101 document)
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