Business Context and Reporting Period
This Form 8-K Current Report was filed by Minerva Neurosciences, Inc. on July 16, 2018. The filing reports a corporate governance event: the election of a new member to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
The material change reported is the appointment of Jeryl Hilleman as a member of the Board of Directors, effective immediately on July 16, 2018. The Board determined Ms. Hilleman to be independent. She is designated as a Class II director and is expected to stand for re-election at the 2019 annual meeting.
Compensation and Governance Details
- Background: Ms. Hilleman previously served as CFO of Intersect Ent, Inc., Ocera Therapeutics, Inc., and Amyris, Inc., and as a director of Xenoport, Inc.
- Cash Compensation: Annual cash compensation of $35,000 for Board service.
- Equity Grant: Received a stock option to purchase 40,000 shares of Common Stock under the 2013 Equity Incentive Plan.
- Option Terms: Exercise price of $8.20 (closing price on grant date); vests monthly over three years subject to continued service.
- Indemnification: Entered into a standard indemnification agreement covering liabilities and expense advancements related to her director status.
Investor Verification Checklist
- Verify the independence status of Jeryl Hilleman as disclosed in the filing.
- Confirm the vesting schedule and exercise price ($8.20) of the 40,000 share option grant.
- Review the attached press release (Exhibit 99.1) for additional context on the appointment.
- Note that no financial performance data is included in this specific filing; refer to recent 10-Q or 10-K filings for financial metrics.