{"url_path":"/sec/elox/8-k/2026-06-01/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":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1035354/0001193125-26-249692-index.html","accession_number":"0001193125-26-249692","cik":"0001035354","ticker":"ELOX","issuer_name":"Eloxx Pharmaceuticals, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1035354/0001193125-26-249692-index.html","primary_entity_key":"0001035354","primary_entity_name":"Eloxx Pharmaceuticals, Inc."},"word_count":996,"has_tables":true,"body_markdown":"Item 5.02.\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nDirector Appointments\n\nOn May 27, 2026, the Board of Directors (the “Board”) of Eloxx Pharmaceuticals, Inc. (the “Company”) appointed Stephen W. Webster and Nina Kjellson to fill vacancies on the Board, and reduced the size of the Board from six to five directors. Mr. Webster has also been appointed to serve as a member of each of the Audit Committee and Nominating & Corporate Governance Committee of the Board. Ms. Kjellson has also been appointed to serve as a member of each of the Compensation Committee and Nominating & Corporate Governance Committee of the Board.\n\nStephen Webster\n\nMr. Webster will serve for a term expiring at the Company’s annual meeting of stockholders to be held in 2027 and until his successor is duly elected and qualified or his earlier death, disqualification, resignation or removal. The Board has determined that Mr. Webster is “independent” in accordance with the listing standards of the Nasdaq Stock Market, LLC, the Company’s internal policies, and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Board has also determined that Mr. Webster qualifies as a “financial expert” pursuant to the SEC rules in connection with his appointment to the Audit Committee.\n\nMr. Webster served as the Chief Financial Officer of Spark Therapeutics, Inc., a publicly traded biotechnology company, from July 2014 until its acquisition by the Roche Group in December 2019. He was previously Senior Vice President and Chief Financial Officer of Optimer Pharmaceuticals, Inc. (“Optimer”), a publicly traded biotechnology company, from July 2012 until its acquisition by Cubist Pharmaceuticals, Inc. (“Cubist”) in October 2013. Prior to joining Optimer, Mr. Webster served as Senior Vice President and Chief Financial Officer of Adolor Corporation, a biopharmaceutical company, from 2008 until its acquisition by Cubist in 2011. From 2007 until joining Adolor Corporation in 2008, Mr. Webster served as Managing Director, Investment Banking Division, Health Care Group for Broadpoint Capital Inc. (formerly First Albany Capital). Mr. Webster served as co-founder, President and Chief Executive Officer for Neuronyx, Inc., a biopharmaceutical company, from 2000 to 2006. Mr. Webster served in positions of increased responsibility, including as Director, Investment Banking Division, Health Care Group for PaineWebber Incorporated. Mr. Webster is currently a director of Cullinan Therapeutics (and a member of the audit, compensation and nominating and corporate governance committees) since September 2020 and NextCure Inc. (and a member of the audit and compensation committees) since April 2019. Previously, he has served as a director of Nabriva Therapeutics AG (formerly Nabriva Therapeutics plc), a publicly traded biopharmaceutical company (June 2017 to December 2024) and TCR2 Therapeutics, a publicly traded\n\nbiotherapeutics company (May 2020 to April 2023). Mr. Webster received an A.B. in economics from Dartmouth College and an M.B.A. in Finance from The Wharton School of the University of Pennsylvania. Our board of directors believes Mr. Webster’s extensive experience in the biopharmaceutical industry and public company leadership, together with his service on the boards of directors of multiple publicly traded biopharmaceutical companies, qualifies him to serve on our board of directors.\n\nNina Kjellson\n\nMs. Kjellson will serve for a term expiring at the Company’s annual meeting of stockholders to be held in 2027 and until her successor is duly elected and qualified or her earlier death, disqualification, resignation or removal. The Board has determined that Ms. Kjellson is “independent” in accordance with the listing standards of the Nasdaq Stock Market, LLC, the Company’s internal policies, and the rules and regulations of the SEC.\n\nMs. Kjellson has been a General Partner at Canaan Partners since September 2015. Previously, she served as a General Partner at InterWest Partners from July 2002 to August 2015. Ms. Kjellson currently serves on the board of directors of Actio Biosciences (since August 2023), Rondo Therapeutics (since February 2022), Proxygen (since January 2023), Tizona Therapeutics (since February 2016) and Trishula Therapeutics (since June 2020). Previously, she was a director of Sardona Therapeutics (June 2021 to May 2025), Tyra Biosciences, Inc., a publicly traded biotechnology company (June 2020 to February 2025), Panacea Acquisition Corp II, a publicly traded company (June 2021 to June 2023), PACT Pharma (May 2018 to June 2022) and Vineti Inc. (April 2018 to June 2022). Ms. Kjellson is a co-founder of WoVen: Women Who Venture, a Health Innovators Fellow of the Aspen Institute. Ms. Kjellson holds a B.A. in Human Biology from Stanford University. Our board of directors believes Ms. Kjellson’s experience in venture capital, the biopharmaceutical and biotechnology industry and service on numerous boards of directors qualifies her to serve on our board of directors.\n\nIn connection with these appointments, each of Mr. Webster and Ms. Kjellson have entered into the Company’s standard form of indemnity agreement. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer. The form of indemnity agreement was filed as Exhibit 10.17 on the Company’s Form 10-K filed on March 17, 2026, and is incorporated herein by reference.\n\nEach of Mr. Webster and Ms. Kjellson are eligible to receive compensation consistent with the Company’s compensation arrangements for its other non-employee directors, including annual cash compensation for service on the Board and its committees and equity awards. In connection with their appointment, each of Mr. Webster and Ms. Kjellson received an option grant to purchase up to 13,587 shares of Common Stock, to be effective on the date of the effectiveness of the Company’s registration statement, with an exercise price per share equal to the public offering price per share of common stock sold to be sold pursuant to the registration statement."}