Ocuphire Pharma, Inc. appointed Dr. George Magrath as new CEO

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


Appointment of Chief Executive Officer


On October 30, 2023, the Board of Directors (the "Board") of Ocuphire Pharma, Inc. (the "Company") appointed Dr. George Magrath, age 39, as the Company's Chief Executive Officer, effective as of November 1, 2023.


Dr. Magrath was chief executive officer of Lexitas Pharmaceutical Services, Inc., a position he has served in from February 2021 through September 30, 2023. Immediately thereafter he served as a consultant to Lexitas Pharmaceuticals Services, Inc. from September 2023 through October 2023. Prior to serving in these roles, he served with the same Company as its chief medical officer from August 2020 to January 2021. Dr. Magrath previously served as medical director at Hovione Pharmaceuticals, LLC from August 2015 to August 2020. Dr. Magrath served on the board of directors of Lexitas Pharmaceutical Services from August 2021 through September 2023 and as a scientific advisory board member of Line 6 Biotechnology, Inc. from March 2022 to October 2023 and ONO Pharmaceutical Co., Ltd. from November 2019 to January 2023. He is a board observer of Implicit Bioscience (since 2022) and on the advisory board of Foundation Fighting Blindness Translational Research Acceleration Program (since 2022). Dr. Magrath earned his M.B.A. from The Citadel, his M.D. from Medical University of South Carolina, his M.S. in Applied Economics from Johns Hopkins University and his B.S. in Biological Chemistry from Clemson University.


On October 31, 2023, the Company and Dr. Magrath entered into an employment agreement (the "Employment Agreement"). The Employment Agreement has an initial term (the "Initial Term") of two (2) years beginning on November 1, 2023 and automatically renews for an additional one-year period at the end of the Initial Term and each anniversary thereafter (a "Renewal Term"), provided that the Board does not notify Dr. Magrath of its intention not to renew at least 60 days prior to the expiration of the Initial Term or any Renewal Term.


The Employment Agreement entitles Dr. Magrath to an annual base salary of $575,000, reviewed annually. Dr. Magrath is also eligible for annual incentive compensation targeted at 55% of his base salary. Pursuant to the terms of the Employment Agreement, Dr. Magrath was granted, effective as of his first day of employment with the Company (the "Grant Date"), a nonstatutory stock option to purchase 600,000 shares of the Company's common stock ("Stock Option Award") and 400,000 restricted stock units ("RSU Award") pursuant to the terms of the Company's form of Stock Option Grant Notice and form award agreement and form of RSU Award Grant Notice and form award agreement, respectively (the Stock Option Award and RSU Award, collectively, the "Inducement Awards") under the Company's 2021 Inducement Plan (the "Inducement Plan"). The Stock Option Award vests as to 25% of the shares underlying the Stock Option Award on the first anniversary of the Grant Date and, the remaining shares subject to the Stock Option Award, shall vest and become exercisable in equal monthly installments on the last day of each full month over the thirty-six (36) months following the first anniversary of the Grant Date. The RSU Award vests as to 25% of the shares underlying the RSU Award in four equal annual consecutive installments commencing on the first anniversary of the Grant Date, and the remaining shares subject to the RSU Award shall vest and become exercisable on each consecutive anniversary of the Grant Date so that all shares subject to the RSU Award will be vested on the fourth-year anniversary of the Grant Date. If Dr. Magrath is employed by the Company, and the Company consummates a Change in Control (as defined in the Employment Agreement) and the Inducement Awards are not assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation's parent company) in such Change in Control in the manner contemplated by the Inducement Plan, then 100% of the unvested portion of the applicable Inducement Award shall fully vest immediately prior to the effectiveness of such Change in Control.


In the event of Dr. Magrath's death during the employment period or a termination due to disability, Dr. Magrath, his beneficiaries or legal representatives shall be entitled to receive any annual base salary earned, but unpaid, for services rendered to the Company on or prior to the date on which the employment period ends, unreimbursed expenses and certain other benefits provided for in the Employment Agreement (the "Unconditional Entitlements"). In the event of termination for cause by the Company or the termination of employment as a result of resignation without good reason, Dr. Magrath shall be provided the Unconditional Entitlements.


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In the event of a resignation by Dr. Magrath for good reason or the exercise by the Company of its right to terminate Dr. Magrath other than for cause, death or disability, Dr. Magrath will receive the Unconditional Entitlements and, subject to Dr. Magrath signing and delivering to the Company and not revoking a general release of claims in favor of the Company and certain related parties, the Company shall pay a severance amount to Dr. Magrath equal to one hundred percent (100%) of Dr. Magrath's then-current base salary (the "Severance Amount") and pay for Dr. Magrath's continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (known as COBRA) for a period of twelve (12) months (the "Conditional Benefits").


In the event of a resignation by Dr. Magrath for good reason, the exercise by the Company of its right to terminate Dr. Magrath other than for cause, death or disability, in each case, within twelve (12) months following or three (3) months prior to the effective date of a Change in Control, Dr. Magrath will receive the following: (i) the Unconditional Entitlements and the Conditional Benefits less the Severance Amount; (ii) an amount equal to the product of 1.0 times the sum of Dr. Magrath's annual base salary and target annual cash bonus, less the Non-Compete Amount as defined in the Employment Agreement (if applicable); and (iii) accelerated vesting of all equity awards that were assumed, continued or substituted by the surviving or acquiring corporation in the Change in Control and remain subject to time-based vesting conditions, if any.


In addition, the Company and Dr. Magrath entered into a Confidentiality and an Employee Proprietary Information and Invention Assignment Agreement that applies during the term of Dr. Magrath's employment and thereafter.


Dr. Magrath was also appointed as a member of the Board, effective as of November 1, 2023. As a result of his appointment as Chief Executive Officer, Dr. Magrath is not considered independent and will not serve on any committees of the Board.


The foregoing description of the Employment Agreement is qualified in its entirety by reference to the complete text of the Employment Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference. Additionally, a copy of the Form of Restricted Stock Unit Award Grant Notice and Form of Award Agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated herein by reference.


Termination of Richard Rodgers as Interim President and Chief Executive Officer


As disclosed in the Current Report on Form 8-K filed by the Company on April 21, 2023, the Company appointed Richard Rodgers to serve as Interim President and Chief Executive Officer of the Company on April 19, 2023. In connection with the appointment of Dr. Magrath as the Chief Executive Officer of the Company as described above, on November 1, 2023, Mr. Rodgers ceased to serve as Interim President and Chief Executive Officer of the Company as of such date. The departure of Mr. Rodgers was not related to any disagreement with the Company on any matter relating to its operations, policies or practices. Mr. Rodgers will remain a member of the Board.