Blog: CARA THERAPEUTICS, INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain

On September 12, 2022, Cara Therapeutics, Inc. (the “Company”) announced the
appointment of Ryan Maynard to serve as Chief Financial Officer of the Company,
effective September 12, 2022. In this capacity, Mr. Maynard will serve as the
Company’s principal financial officer and principal accounting officer.

Mr. Maynard, 53, has over 20 years of experience in leading finance
organizations at both public and private biopharmaceutical companies. Mr.
Maynard served most recently as the Chief Financial Officer of LetsGetChecked, a
global healthcare solutions company, from October 2019 to March 2022. Mr.
Maynard previously was the Chief Financial Officer of Blade Therapeutics, Inc.,
a privately held biotechnology company, from February 2018 to June 2019. From
2001 through December 2017, Mr. Maynard held various leadership roles at Rigel
Pharmaceuticals, a public commercial-stage drug development company, including
serving as Executive Vice President and Chief Financial Officer from 2007
through December 2017. During his tenure at Rigel, Mr. Maynard was a key member
of the executive team that successfully discovered, developed, and launched
Tavalisse for the treatment of chronic immune thrombocytopenia. Mr. Maynard
started his career at Ernst & Young, LLP where he earned his CPA. Mr. Maynard
has been a member of the Board of Directors of Iovance Biotherapeutics since
2015. Mr. Maynard earned his B.S. in Commerce – Accounting from Santa Clara

Mr. Maynard’s offer letter, dated August 26, 2022 (the “Offer Letter”), provides
that he will receive an initial annual base salary of $460,000. In addition, Mr.
Maynard will be eligible to earn an annual discretionary bonus with a target
amount equal to 40% of his then-current annual base salary. Further, on
September 12, 2022 (the “Grant Date”), Mr. Maynard received an option (the
“Option”) to purchase 225,000 shares of the Company’s common stock (the “Option
Award”) which Option has an exercise price equal the fair market value of the
Company’s common stock on the Nasdaq Global Market on the Grant Date. The Option
Award vests over a four year period, with 25% of the Option Award vesting on the
first anniversary of the Grant Date and the remainder vesting in equal monthly
installments for the subsequent three-year period, subject to Mr. Maynard’s
continuous employment with the Company as of each such vesting date. Also on
September 1, 2022, the Company entered into its standard severance plan for
executive officers with Mr. Maynard, the form of which was previously filed by
the Company as Exhibit 10.14 to the Company’s Annual Report on Form 10-K (File
No. 001-36279), filed with the Securities and Exchange Commission (the “SEC”) on
March 1, 2022.

The Company expects to enter into its standard indemnification agreement for
executive officers with Mr. Maynard, 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. 333-192230), filed with the SEC on January 17, 2014.

There is no family relationship between Mr. Maynard and any director or
executive officer of the Company and he has no direct or indirect material
interest required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing summary of compensatory arrangements is not intended to be a
complete description of the rights and obligations of the parties thereunder and
is qualified in its entirety by reference to the full text of the Employment
Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K
(“Form 8-K”) and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 12, 2022, the Company issued a press release announcing the
appointment of Mr. Maynard as the Company’s Chief Financial Officer. A copy of
the press release is being furnished to the SEC as Exhibit 99.1 to this Form 8-K
and is incorporated by reference to this Item 7.01.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1,
shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall it be deemed to be incorporated by
reference into any of the Company’s filings with the SEC under the Exchange Act
or the Securities Act of 1933, as amended, whether made before or after the date
hereof, regardless of any general incorporation language in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

  10.1     Offer Letter with Ryan Maynard
  99.1     Press Release dated September 12, 2022
104      Cover page interactive data file (formatted as Inline XBRL)

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