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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 12, 2025, the Board of Directors the Board of Directors of Relmada Therapeutics, Inc. (the "Company") approved an amended and restated employment agreement with each of its executive officers, each to become effective as of January 1, 2026. Except as described below, the material terms of each executive officer's employment agreement, as amended, are unchanged from those described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2025, under the caption "Executive Compensation-Employment Agreements" (in the case of Sergio Traversa, Maged Shenouda and Charles Ence) or in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2025 (in the case of Paul Kelly), which descriptions are incorporated herein by reference,.
Sergio Traversa, Chief Executive Officer
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Mr. Traversa's salary will increase from $787,787 to $827,176 per year.
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Paul Kelly, Chief Operating Officer
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Mr. Kelly's salary will increase from $499,800 to $524,790 per year.
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In the event of termination other than for cause or resignation for good reason (other than as described in the next bullet), Mr. Kelly will be entitled to severance equal to twelve months of compensation (at the salary plus target bonus rate in effect as of the date of termination) payable in a lump sum.
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In the event of termination other than for cause or resignation for Good Reason, in each case during the 12-month period beginning on the date of a Change in Control (as defined in the Company's 2021 Stock Option and Equity Incentive Plan, as amended), Mr. Kelly will be entitled to severance equal to 18 months of compensation (at the salary plus target bonus rate in effect as of the date of termination) payable in a lump sum.
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In either of the foregoing events, Mr. Kelly will be entitled to continuation of health benefits for twelve months.
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Maged Shenouda (Chief Financial Officer)
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Mr. Shenouda's salary will increase from $558,990 to 586,940 per year.
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In the event of termination other than for cause or resignation for good reason (other than as described in the next bullet), Mr. Shenouda will be entitled to severance equal to twelve months of compensation (at the salary plus target bonus rate in effect as of the date of termination) payable in a lump sum.
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In the event of termination other than for cause or resignation for Good Reason, in each case during the 12-month period beginning on the date of a Change in Control, Mr. Shenouda will be entitled to severance equal to 18 months of compensation (at the salary plus target bonus rate in effect as of the date of termination) payable in a lump sum.
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In either of the foregoing events, Mr. Shenouda will be entitled to continuation of health benefits for the longer of twelve months or until he becomes eligible for Medicare coverage (Part A or Part B) and is at least 65 years of age.
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Charles Ence, Chief Accounting and Compliance Officer
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Mr. Ence's salary will increase from $548,990 to $576,440 per year.
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