UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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 December 15, 2022, the Board of Directors (the “Board”) of scPharmaceuticals Inc. (the “Company”) appointed Rachael Nokes, the Company’s former Senior Vice President of Finance, to serve as the Company’s Chief Financial Officer, effective immediately, in addition to her role as the Company’s Treasurer. Additionally, Ms. Nokes has been designated as the Company’s principal financial officer, and will also continue in her role as the Company’s principal accounting officer.
Rachael Nokes, age 48, joined the Company in 2014 and has served as the Company’s Senior Vice President of Finance since May 2018 and as the Company’s Treasurer since January 2019, having previously served as the Company’s Vice President of Finance from September 2014 to May 2018. Prior to joining the Company, Ms. Nokes served as Director of Accounting at BG Medicine Inc., a publicly traded medical device company, from 2009 to 2014. Prior to that, from 2001 to 2009, Ms. Nokes served in various accounting and finance positions at BG Medicine. From 1998 to 2001, Ms. Nokes held accounting and finance positions at Corning Lasertron and Oak Industries (acquired by Corning). Prior to Oak Industries, Ms. Nokes was an auditor at PriceWaterhouse LLP (now PriceWaterhouseCoopers LLP). Ms. Nokes holds a B.S. in Accounting from Boston College and an M.S. in Finance from Bentley University.
CFO Compensation
In connection with Ms. Nokes’ appointment as the Company’s Chief Financial Officer, (i) her annual base salary was increased to $400,000, (ii) her annual performance-based target bonus was increased to 40% of her annual base salary, and (iii) she received an option under the Company’s 2017 Stock Option and Incentive Plan (the “Plan”) to purchase 85,750 shares of the Company’s common stock. The option has an exercise price of $6.48, the closing price per share of the Company’s common stock on December 15, 2022, and will vest and become exercisable (subject to Ms. Nokes’ continued service to the Company through the applicable vesting date) as to 25% of the underlying shares on the first anniversary of the date of grant, with the remaining underlying shares vesting in 36 substantially equal monthly installments thereafter, such that the option shall be vested and exercisable as to all shares on December 15, 2026.
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.
| SCPHARMACEUTICALS INC. | ||||||
| Date: December 19, 2022 | By: | /s/ John H. Tucker | ||||
| Name: | John H. Tucker | |||||
| Title: | President and Chief Executive Officer | |||||