Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 28, 2022, the board of directors of Ampio Pharmaceuticals, Inc. (the
"Company") determined to separate the roles of chair of the board and chief
executive officer. J. Kevin Buchi, who previously served as the lead independent
director, was elected as chair of the Company's board of directors on May 28,
2022. Michael A. Martino continued as the Company's Chief Executive Officer.
Following this action and also, effective May 28, 2022, David Bar-Or, Philip H.
Coelho and Richard B. Giles resigned as directors of the Company. Dr. Bar-Or
resigned to focus his time and attention on research under the February 4, 2022
research services agreement between his company, Trauma Research, LLC, and the
Company. Mr. Coelho and Mr. Giles each resigned to pursue their other
professional interests. Also effective May 28, 2022, the committees of the board
of directors were reconstituted as follows:
Audit Committee Compensation Committee Nominating and Governance Committee
J. Kevin Buchi (Chair) David R. Stevens (Chair) Elizabeth Jobes (Chair)
Elizabeth Jobes Elizabeth Jobes
David R. Stevens
David R. Stevens
Each of Ms. Jobes, Mr. Buchi and Dr. Stevens is an "independent director" under
the rules of the NYSE American and Rule 10A-3 and Rule 10C-1 under the
Securities Exchange Act of 1934, as amended, as well as a "non-employee
director" within the meaning of Rule 16b-3 of the Securities Exchange Act of
1934, as amended. Mr. Buchi also qualifies as an audit committee financial
expert.
Effective May 31, 2022, the Company terminated the employment of each of Holli
Cherevka, President and Chief Operating Officer of the Company, and Michael
Macaluso, advisor to the Chief Executive Officer of the Company. Under the
employment agreement between Mr. Macaluso and the Company, upon termination of
Mr. Macaluso's employment, Mr. Macaluso must immediately (and with
contemporaneous effect) resign as a director. Accordingly, also effective May
31, 2022, Mr. Macaluso resigned as a director of the Company.
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