Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of January 19, 2023 (the "Effective Date"), upon the recommendation
of the Nominating and Corporate Governance Committee of the Board of Directors
(the "Board") of Aerovate Therapeutics, Inc. (the "Company"), the Board
appointed Donald J. Santel as a member of the Board. Mr. Santel will serve as a
Class I director until his term expires at the 2025 annual meeting of
stockholders at which time he will stand for election by the Company's
stockholders. The Board determined that Mr. Santel is independent under the
listing standards of the Nasdaq Global Market.
Mr. Santel was also appointed to serve as a member of the Nominating and
Corporate Governance Committee of the Board (the "NCG Committee"). Effective as
of Effective Date, the NCG Committee of the Board is composed of Dr. Grayzel,
Dr. Resnick and Mr. Santel. The composition of the Compensation Committee and
the Audit Committee remains unchanged.
As a non-employee director, Mr. Santel will receive an equity award and cash
compensation, in the form of additional equity for the fiscal year 2023, for his
Board service in accordance with the Company's Non-Employee Director
Compensation Policy. Mr. Santel is not a party to any transaction with the
Company that would require disclosure under Item 404(a) of Regulation S-K, and
there are no arrangements or understandings between Mr. Santel and any other
persons pursuant to which he was selected as a director. In addition, Mr. Santel
has entered into an indemnification agreement with the Company consistent with
the form of indemnification agreement entered into between the Company and its
existing non-employee directors.
On January 23, 2023, the Company issued a press release announcing Mr. Santel's
appointment to the Board. A copy of this press release is filed as Exhibit 99.1
to this report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
Press release issued by Aerovate Therapeutics, Inc. on January 23,
99.1 2023, furnished herewith.
104 Cover Page Interactive Data File© Edgar Online, source Glimpses
AEROVATE THERAPEUTICS, INC. 
