{"url_path":"/sec/crbp/8-k/2026-05-14/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1595097/0001193125-26-222890-index.html","accession_number":"0001193125-26-222890","cik":"0001595097","ticker":"CRBP","issuer_name":"Corbus Pharmaceuticals Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1595097/0001193125-26-222890-index.html","primary_entity_key":"0001595097","primary_entity_name":"Corbus Pharmaceuticals Holdings, Inc."},"word_count":777,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nDirector Appointment\n\n \n\nOn May 13, 2026, the board of directors (the “Board”) of Corbus Pharmaceuticals Holdings, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Brent Pfeiffenberger, age 48, to serve as a member of the Board, thereby expanding the Board to seven members. Dr. Pfeiffenberger will hold this position until the next annual meeting of the Company’s stockholders or until his successor is elected and qualified, subject to his earlier resignation or removal. The Board has determined that Dr. Pfeiffenberger is independent within the meaning of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.\n\n \n\nDr. Pfeiffenberger has been the President and Chief Executive Officer and a member of the board of directors of Century Therapeutics, Inc. (NASDAQ: IPSC) since December 2023, and was appointed chairman of the board of directors in August 2025. Dr. Pfeiffenberger previously served as Chief Operating Officer of Neogene Therapeutics Inc., a clinical-stage biotechnology company, from May 2021 until December 2023. Prior to this, Dr. Pfeiffenberger held various positions at Bristol-Myers Squibb Company, or Bristol-Myers, a global biopharmaceutical company, including Senior Vice President and Head of U.S. Oncology from October 2019 until May 2021; Co-Lead of Worldwide Commercial Oncology from July 2018 until October 2019; General Manager for Australia and New Zealand from March 2016 until June 2018; and several additional leadership and managerial positions within Bristol-Myers prior to this. Dr. Pfeiffenberger received an M.B.A. from The Wharton School at the University of Pennsylvania and a Pharm.D. from Duquesne University.\n\n \n\nDr. Pfeiffenberger will participate in the Company’s standard non-employee director compensation plan, including an annual cash retainer fee of $40,000 for board members (pro-rated for the current year), and an annual grant of equity awards. In addition, the Board expects to grant Dr. Pfeiffenberger an initial equity award in connection with his appointment; however, the terms and amount of such award have not yet been determined by the Board as of the date of this filing. The Company will disclose the material terms of any such equity award on a Current Report on Form 8-K or an amendment to this Current Report following the Board’s determination.\n\n \n\nThere are no transactions between Dr. Pfeiffenberger and the Company that would be reportable under Item 404(a) of Regulation S-K.\n\n \n\nConcurrently with the appointment, the Company entered into an indemnification agreement with Dr. Pfeiffenberger (the “Indemnification Agreement”), in the form previously filed as Exhibit 10.15 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (filed September 30, 2014). The Indemnification Agreement obligates the Company, to the fullest extent permitted by applicable law, to indemnify Dr. Pfeiffenberger for expenses (including attorneys’ fees), judgments, penalties, fines and settlement amounts incurred in any action or proceeding arising out of his service as a director, and to advance such expenses subject to repayment if indemnification is ultimately determined to be unavailable. The Indemnification Agreement also preserves the Company’s right to assume the defense of claims and does not limit any other indemnification rights available under applicable law, the Company’s organizational documents, or otherwise.\n\n \n\nThe foregoing is a summary of the material terms of the Indemnification Agreement and does not purport to be complete.\n\n \n\nAmendment to 2024 Equity Compensation Plan\n\n \n\nOn May 13, 2026, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved the amendment to the Company’s 2024 Equity Compensation Plan (the “2024 Plan Amendment”) to increase the number of shares of common stock authorized for issuance thereunder by 3,000,000 shares to 5,000,000. The Board had previously approved the 2024 Plan Amendment on March 20, 2026, subject to stockholder approval, and the 2024 Plan Amendment became effective upon such stockholder approval.\n\n \n\nThe 2024 Plan Amendment was summarized in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2026 (as supplemented, the “Proxy Statement”) under the heading “Proposal 2: Approval of an Amendment to the Corbus Pharmaceuticals Holdings, Inc. 2024 Equity Compensation Plan to Increase the Number of Shares of Common Stock Authorized For Issuance Thereunder by 3,000,000 Shares to 5,000,000 Shares” and reflected in Annex B to the Proxy Statement, which description is incorporated herein by reference.\n\n \n\nThe foregoing description of the 2024 Plan Amendment is not complete and is qualified in its entirety by reference to the full text of the 2024 Plan Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference."}