Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Sharmila Dissanaike, M.D.
Effective as of September 20, 2021, the Board of Directors (the "Board") of
Heron Therapeutics, Inc. (the "Company") appointed Sharmila Dissanaike, M.D. to
the Board, to serve an initial term ending with the 2022 Annual Meeting of
Stockholders.
Dr. Dissanaike has been University Distinguished Professor and Peter C. Canizaro
Chair of the Department of Surgery at Texas Tech University Health Sciences
Center (TTUHSC) since 2016. In addition, from 2015 to 2018, Dr. Dissanaike
served as Interim Director of the Timothy J. Harnar Burn Center at University
Medical Center in Lubbock, Texas (UMC). From 2014 to 2017, Dr. Dissanaike served
as Trauma Medical Director of the John A. Griswold Level 1 Trauma Center at UMC.
In January 2021, she was appointed to the Texas Medical Board by Governor Greg
Abbott.
Dr. Dissanaike is a clinically active trauma, burn and acute care surgeon who
has won over 50 awards for clinical, academic and research excellence and
service during her career. Dr. Dissanaike has published over 100 peer-reviewed
scientific articles, in addition to numerous book chapters, peer-reviewed
presentations and national and international invited lectureships. Dr.
Dissanaike holds multiple national leadership and quality assurance roles
including Chair of the American Burn Association Verification Committee, member
of the American College of Surgeons Trauma Verification Committee and Committee
on Trauma, and on the Boards of the American Burn Association and Southwestern
Surgical Congress. She serves the American College of Surgeons as Governor and
on the Committee for Ethics, the Advisory Council of Rural Surgery and Program
Committee, highlighting her wide array of interests and longstanding dedication
to advancing all aspects of surgical care.
Dr. Dissanaike received her medical degree from the University of Sydney,
Australia and her undergraduate degree from Methodist College in Colombo, Sri
Lanka. Dr. Dissanaike completed her postgraduate medical training at the
University of Washington at Harborview Medical Center, the Department of Surgery
at TTUHSC, the Department of Surgery at Albert Einstein College of Medicine at
Beth Israel Medical Center and the Department of Medicine at Inverclyde
Hospital, National Health Service. The Board has concluded that Dr. Dissanaike
should serve as a director based on her experience and achievements in surgical
medicine.
The Board has determined that Dr. Dissanaike qualifies as an "independent"
director within the meaning of the Nasdaq Marketplace Rules and Section 10A of
the Securities Exchange Act of 1934. Dr. Dissanaike is not expected to
immediately serve on any Board committees.
Dr. Dissanaike is not a party to any transaction with the Company that would
require disclosure under Item 404(a) of Regulation S-K, and there are no
arrangements or understandings between Dr. Dissanaike and any other persons
pursuant to which she was selected as a director. Dr. Dissanaike is expected to
receive cash compensation for her service on the Board consistent with the
non-employee director compensation described in the Company's Proxy Statement
filed with the Securities and Exchange Commission on April 22, 2021, together
with (a) equity-based compensation in the form of (i) an initial stock award of
37,500 options and 6,250 restricted stock units and (ii) future annual stock
awards consistent with the Company's current non-employee director compensation
practices at the time of such annual awards and (b) cash compensation for any
future service on committees of the Board in an amount consistent with the
Company's current non-employee director compensation practices at the time of
such service.
Susan Rodriguez
Effective as of September 20, 2021, the Board appointed Susan Rodriguez to the
Board, to serve an initial term ending with the 2022 Annual Meeting of
Stockholders.
Ms. Rodriguez has served as Chief Commercial Officer of Ardelyx, Inc. since May
2020. Ms. Rodriguez has more than 25 years of experience in the
biopharmaceutical industry, serving in senior commercial and operational
management roles. From 2014 to 2019, Ms. Rodriguez served as the Chief Executive
Officer of Tolmar Pharmaceuticals, Inc., a U.S. commercial specialty oncology
company, for which in 2019, Ms. Rodriguez was named President of the branded
division upon the formation of the global entity, Tolmar, Inc. At Tolmar, Ms.
Rodriguez built out their U.S. specialty pharmaceutical business to become a
market leader, which required establishing commercial presence in both 340B and
private hospitals. Prior to Tolmar, from 1990 to 2014, Ms. Rodriguez held
various positions of increasing responsibility at Abbott Laboratories (NYSE:
ABT), most recently as Divisional Vice President of Global Marketing, where she
led the global marketing function for an international portfolio of products.
Prior to this role, Ms. Rodriguez served as the Vice President and General
Manager of the Abbott Renal Franchise. Ms. Rodriguez received both a M.S. and
B.S. in Psychology from the University of Pennsylvania. The Board has concluded
that Ms. Rodriguez should serve as a director based on her experience in senior
management and commercial operations with other biotechnology and pharmaceutical
companies.
The Board has determined that Ms. Rodriguez qualifies as an "independent"
director within the meaning of the Nasdaq Marketplace Rules and Section 10A of
the Securities Exchange Act of 1934. Ms. Rodriguez is not expected to
immediately serve on any Board committees.
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Ms. Rodriguez is not a party to any transaction with the Company that would
require disclosure under Item 404(a) of Regulation S-K, and there are no
arrangements or understandings between Ms. Rodriguez and any other persons
pursuant to which she was selected as a director. Ms. Rodriguez is expected to
receive cash compensation for her service on the Board consistent with the
non-employee director compensation described in the Company's Proxy Statement
filed with the Securities and Exchange Commission on April 22, 2021, together
with (a) equity-based compensation in the form of (i) an initial stock award of
37,500 options and 6,250 restricted stock units and (ii) future annual stock
awards consistent with the Company's current non-employee director compensation
practices at the time of such annual awards and (b) cash compensation for any
future service on committees of the Board in an amount consistent with the
Company's current non-employee director compensation practices at the time of
such service.
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