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DEF 14A 1 cerecor-def14ax2021.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to § 240.14a-12

CERECOR INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

þ No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


(1)			Title of each class of securities to which transaction applies:

(2)			Aggregate number of securities to which transaction applies:

(3)			Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)			Proposed maximum aggregate value of transaction:

(5)			Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


(1)			Amount Previously Paid:

(2)			Form, Schedule or Registration Statement No.:

(3)			Filing Party:

(4)			Date Filed:

540 Gaither Road, Suite 400
Rockville, Maryland 20850

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 15, 2021

Dear Stockholder of Cerecor Inc.:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Cerecor Inc., a Delaware corporation (the “Company”), which will be held on Tuesday, June 15, 2021, at 9:30 a.m. Eastern Time. Due to the public health impact of the COVID-19 pandemic and to support the health and well-being of our stockholders, directors, employees and our community, the Annual Meeting will be a virtual stockholder meeting via live audio webcast, with no physical in-person meeting. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CERC2021. You will also be able to vote your shares electronically at the Annual Meeting.

At the Annual Meeting, stockholders will vote:

1.To elect the eight directors nominated by our board of directors (the “Board”) and named herein to hold office for a one-year term until the 2022 Annual Meeting of stockholders;

2.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and

3.To conduct any other business properly brought before the Annual Meeting.

This Notice and the Proxy Statement will serve as your guide to the business to be conducted at the meeting and provide detail on the virtual meeting format.

The record date for the Annual Meeting is April 22, 2021. Only stockholders of record at the close of business on that date are entitled to receive notice of and vote at the Annual Meeting or any adjournment or postponement thereof.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope that you will vote as soon as possible. Please review the instructions on each of your voting options described in the Important Notice Regarding Availability of Proxy Materials. Additional instructions on how to vote can be found on pages 1 through 5 of the Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholders’ Meeting to Be Held on June 15, 2021 at 9:30 a.m. Eastern Time.

The 2021 Notice of Annual Meeting of Stockholders, Proxy Statement and 2020 Annual Report to Stockholders are available at www.proxyvote.com.


By Order of the Board of Directors,
/s/ Michael F. Cola
Michael F. Cola
Chief Executive Officer

Rockville, Maryland

April 27, 2021

You are cordially invited to attend the virtual Annual Meeting. Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return the proxy mailed to you, or vote by Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote over the Internet during the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder. You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the Annual Meeting.

TABLE OF CONTENTS


QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			1
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE			6
Independence of The Board of Directors			6
Board Leadership Structure			6
Role of the Board in Risk Oversight			6
Meetings of The Board of Directors			7
Information Regarding Committees of the Board of Directors			7
Audit Committee			8
Compensation Committee			9
Nominating and Corporate Governance Committee			9
Other Board Committees			9
Stockholder Communications with The Board Of Directors			10
Code of Ethics			10
Corporate Governance Guidelines			10
PROPOSAL 1: ELECTION OF DIRECTORS			11
DIRECTOR COMPENSATION			16
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			18
Principal Accountant Fees and Services			19
Pre-Approval Policies and Procedures			19
EQUITY COMPENSATION PLAN INFORMATION			20
EXECUTIVE COMPENSATION			21
Executive Officers			21
Summary Compensation Table			23
Outstanding Equity Awards at Fiscal Year End			29
TRANSACTIONS WITH RELATED PERSONS			31
Related-Person Transactions policy and Procedures			31
Certain Related-Person Transactions			31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			36
Delinquent Section 16(a) Reports			38
HOUSEHOLDING OF PROXY MATERIALS			39
OTHER MATTERS			39


Name	Fees Earned or Paid in Cash(1) ($)	Option Awards(2) ($)	Total ($)	Option Awards Held at December 31, 2020 (#)
Sol Barer, Ph.D.	$50,675	$2,785,910	$2,836,585	1,537,500
Steven Boyd	$—	$—	$—	—
Suzanne Bruhn, Ph.D.	$16,206	$139,545	$155,751	85,709
Phil Gutry	$37,200	$65,551	$102,751	173,956
Gilla Kaplan, Ph.D.	$—	$90,997	$90,997	57,216
Joseph Miller(3)	$—	$64,765	$64,765	320,851(3)
Magnus Persson, M.D., Ph.D.	$28,865	$69,616	$98,481	220,613
Peter Greenleaf (4)	$4,181	$—	$4,181	—
Uli Hacksell, Ph.D.(5)	$13,446	$2,888	$16,334	663,060(5)
Simon Pedder, Ph.D.(6)	$24,014	$23,086	$47,100	354,756(6)
Keith Schmidt(7)	$22,167	$—	$22,167	75,000(7)


	Fiscal Year Ended December 31,
	2020		2019
Audit fees(1)	$	655,500	$	571,991
Audit-related fees(2)	18,000		226,149
Tax fees(3)	46,909		26,910
All other fees(4)	1,995		1,995
Total	$	722,404	$	827,045

(1) Audit fees consisted of audit work performed in the audit of our financial statements, as well as work generally only the independent registered public accounting firm can reasonably be expected to provide, such as accounting consultations billed as audit services, and consents and assistance with and review of documents filed with the SEC.
(2) Audit-related fees consist of consulting and advisory fees related to potential acquisitions and strategic transactions and audit fees related to acquired entities.
(3) Tax services principally include tax compliance, tax advice and tax planning.
(4) All other fees consisted of all other products and services provided by the independent registered public accounting firm that are not reflected in any of the previous categories, such as the use of online accounting research tools.


	(A)		(B)		(C)
Plan category	Number of Securities to be Issued Upon Exercise of Outstanding Options and Vesting of Restricted Stock Units (#)		Weighted-Average Exercise Price of Outstanding Options ($)		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans, excluding securities reflected in column (A) (#)
Equity compensation plans approved by stockholders	7,611,507		$3.84	(1)	2,971,623	(2)
Equity compensation plans not approved by stockholders	2,375,000	(3)	$4.00		—
Total	9,986,507		$3.88	(1)	2,971,623


Name and Principal Position	Year	Salary		Bonus(5)	Option Awards(6)	All Other Compensation		Total
Michael Cola(1) Chief Executive Officer and principal executive officer	2020	$	79,228	378,000	3,363,078	—		$	3,820,306
	2019	$	—	—	—	—		$	—

Garry Neil, M.D.(2) Chief Scientific Officer	2020	$	372,932	296,000	2,019,872	—		$	2,688,804
	2019	$	—	—	—	—		$	—

H. Jeffrey Wilkins, M.D.(3) Chief Medical Officer	2020	$	335,534	178,000	974,244	—		$	1,487,778
	2019	$	—	—	—	—		$	—

Joseph Miller (4) Former Chief Financial Officer, former principal financial officer, and former principal executive officer	2020	$	116,748	—	—	115,521	(7)	$	232,269
	2019	$	356,000	222,000	592,598	—		$	1,170,598


Name						2020 Base Salary
Michael Cola(1)						$115,048
Garry Neil, M.D.(2)						$410,000
H. Jeffrey Wilkins, M.D.(3)						$370,000
Joseph Miller(4)						$381,100


Name	Grant Date	Unexercised Options Exercisable (#)	Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date	Unvested Restricted Stock Units (#)
Michael Cola	2/3/2020	—	1,200,000	(1)	$	3.98	2/3/2030
	6/18/2020	84,322	—	(2)	$	2.51	6/18/2030
	7/1/2020	64,683	—	(2)	$	2.56	7/1/2030
	10/1/2020	76,674	—	(2)	$	2.24	10/1/2030

Garry Neil, M.D.	2/3/2020	—	800,000	(1)	$	3.98	2/3/2030

H. Jeffrey Wilkins, M.D.	2/4/2020	—	375,000	(1)	$	4.09	2/4/2030

Joseph Miller	7/12/2018	63,437	41,563	(3)	$	4.50	7/11/2028
	7/12/2018							22,500	(6)
	4/1/2019	72,917	102,083	(3)	$	6.22	4/1/2029
	6/18/2020	—	25,000	(4)	$	2.51	6/18/2030
	6/30/2020	4,005	—	(5)	$	2.60	6/30/2030
	9/30/2020	6,374	—	(5)	$	2.28	9/30/2030
	12/31/2020	5,472	—	(5)	$	2.64	12/31/2030

SEC Form DEF 14A filed by Cerecor Inc.