UNITED STATES
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CURRENT REPORT
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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.
On March 14, 2022, the Board of Directors (the “Board”) of Verona Pharma plc (the “Company”) increased the size of the Board from ten to eleven directors and appointed James Brady as a non-executive director, effective as of March 14, 2022. Mr. Brady has been appointed to the Audit Committee of the Board (the “Audit Committee”).
As a non-executive director, Mr. Brady will receive a £30,000 annual retainer for his service on the Board and a £5,000 annual retainer for his service on the Audit Committee. On the effective date of his appointment, Mr. Brady received an award of an option to purchase 288,000 Ordinary Shares of the Company (represented by 36,000 American Depositary Shares, each of which represents eight (8) Ordinary Shares of the Company) (the “Initial Award”). The Initial Award has an exercise price equal to $4.82 per American Depositary Share (equivalent to $0.6025 per Ordinary Share), the fair market value of an American Depositary Share on March 11, 2022, and will vest and become exercisable in four equal installments on each of August 1, 2022, November 1, 2022, February 1, 2023 and May 1, 2023, subject to continued service on the Board through each such vesting date.
In connection with his appointment, Mr. Brady entered into the Company’s standard letter of appointment for non-executive directors and also entered into the Company’s standard director deed of indemnity.
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.
| VERONA PHARMA PLC | ||
| Date: March 16, 2022 | By: | /s/ David Zaccardelli, Pharm. D. |
| Name: | David Zaccardelli, Pharm. D. | |
| Title: | President and Chief Executive Officer | |