UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Sarah Noonberg, M.D., Ph.D. to Board of Directors
On May 16, 2023, the Board of Directors (the “Board”) of Marinus Pharmaceuticals, Inc. (the “Company”) increased the size of the Board from eight to nine members and, upon recommendation by the Nominating and Governance Committee of the Board, appointed Sarah Noonberg, M.D., Ph.D. as a member of the Board, effective immediately. Ms. Noonberg will serve as a Class II member of the Board. The term of the Class II directors will expire at the 2025 Annual Meeting of Stockholders. Additionally, the Board appointed Ms. Noonberg to serve on the Science and Technology Committee of the Board.
Ms. Noonberg will receive the standard compensation amounts payable to non-employee directors of the Company, which includes an annual cash retainer of $45,000 for service on the Board and an additional annual cash retainer of $5,000 for service on the Science and Technology Committee of the Board. Her annual cash retainers will be pro-rated for 2023 to reflect her expected term of service during the calendar year. Also, pursuant to these arrangements, Ms. Noonberg received an initial grant of an option to purchase 32,400 shares of the Company’s common stock with an exercise price equal to $8.51, the closing price of the Company’s common stock on the date of grant, and a 7,200 restricted stock unit (“RSU”) award representing the right to receive shares of the Company’s common stock. The option will vest and become exercisable in 36 equal monthly installments and the RSU award will vest in three equal annual installments, both of which are subject to her continued service on the Board through each vesting date as well as the terms of the Company’s 2014 Equity Incentive Plan.
Ms. Noonberg and the Company also entered into an indemnification agreement requiring the Company to indemnify her to the fullest extent permitted under Delaware law with respect to her service as a director. The indemnification agreement is in the form entered into with the Company’s other directors, which was previously filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2023.
There is no arrangement or understanding between Ms. Noonberg and any other person pursuant to which Ms. Noonberg was appointed as a director. There are no relationships or transactions in which Ms. Noonberg has or will have an interest, or was or is a party, requiring disclosure under Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On May 17, 2023, the Company issued a press release announcing the appointment of Ms. Noonberg to the Board. A copy of such press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. |
| Description |
99.1 | Press Release, dated May 17, 2023, of Marinus Pharmaceuticals, Inc. | |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MARINUS PHARMACEUTICALS, INC. | |
Date: May 17, 2023 | /s/ Steven Pfanstiel |
Steven Pfanstiel | |
Chief Operating Officer, Chief Financial Officer and Treasurer |