Ocuphire Pharma, Inc. appointed Richard Rodgers as new CEO

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


Termination of Current Chief Executive Officer


On April 19, 2023, Ocuphire Pharma, Inc. (the "Company") terminated the employment of Mina Sooch, the President and Chief Executive Officer of the Company.


Appointment of Interim Chief Executive Officer


On April 19, 2023, the Board of Directors of the Company (the "Board") appointed Richard Rodgers as the Company's interim President and Chief Executive Officer effective as of April 19, 2023.


Richard Rodgers, age 56, has served on the Board since November 2020. Mr. Rodgers previously served as a member of the board of Rexahn Pharmaceuticals, Inc. from 2014 until November 2020. Mr. Rodgers currently serves on the board of directors and as the chair of the audit committee and member of the compensation committee of Ardelyx, Inc., Novavax, Inc., and Sagimet Biosciences, Inc. Mr. Rodgers was previously Executive Vice President, Chief Financial Officer, Secretary and Treasurer of TESARO, Inc., an oncology-focused biopharmaceutical company that he co-founded, from March 2010 until August 2013. He served as the Chief Financial Officer from June 2009 to February 2010 of Abraxis BioScience, Inc. which was subsequently acquired by Celgene Corporation. Prior to that, Mr. Rodgers served as Senior Vice President, Controller and Chief Accounting Officer of MGI PHARMA, INC., from 2004 until its acquisition by Eisai Co., Ltd. in January 2008. He has held finance and accounting positions at several private and public companies, including Arthur Andersen. Mr. Rodgers holds a Bachelor of Science degree in Financial Accounting from St. Cloud State University and a Master of Business Administration in Finance from the University of Minnesota, Carlson School of Business.


In connection with the appointment of Richard Rodgers as interim President and Chief Executive Officer of the Company, the Company and Mr. Rodgers entered into a letter agreement concerning Mr. Rodgers's services (the "Letter Agreement"). The Letter Agreement provides that Mr. Rodgers will receive a $40,000 monthly salary, and that Mr. Rodgers is eligible for potential prorated bonus at the discretion of the Board, at the end of his term. Mr. Rodgers also received 50,000 restricted stock units under the Company's 2020 Equity Incentive Plan which will vest 12 months following the grant date.


In connection with his appointment, Mr. Rodgers resigned from the Compensation Committee and the Audit Committee, Cam Gallagher was appointed to serve on the Audit Committee and James Manuso was appointed to serve as the Chair of the Audit Committee.


Except as described above, there are no arrangements or understandings between Mr. Rodgers and any other persons pursuant to which Mr. Rodgers was named interim President and Chief Executive Officer of the Company. Mr. Rodgers does not have any family relationship with any of the Company's directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Mr. Rodgers does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.