The board of directors of Optimer Pharmaceuticals, a San Diego-based biopharmaceutical company, has removed Michael Chang as chairman and terminated John D. Prunty, chief financial officer, and Dr. Youe-Kong Shue, vice president.
The board has appointed lead independent director Hank McKinnell as its new chairman and Kurt Hartman, who currently serves as general counsel, chief compliance officer and senior vice president, as acting CFO. A search for a permanent CFO has commenced.
The board, excluding Chang, unanimously approved the personnel changes. Optimer said that Chang remains as a director of the company, but that the board has requested his resignation.
The changes are not expected to materially impact the Optimer's revenues or operations, including the commercialization and launch of Dificid, but were related to certain lapses in corporate governance practices and the company's relationship with Optimer Biotechnology (OBI), its 43%-owned independent, Taiwan-based affiliate.
Chang's removal as chairman resulted from the board's views as to his actions in his capacity as Optimer's representative on the board of directors of OBI, as well as his failure to identify and effectively manage compliance, record keeping and conflict of interest issues in connection with OBI's grant to Chang—potentially for the benefit of a third party—of 1.5 million shares of OBI. The terminations of Prunty and Shue were related to the belief of Optimer's independent directors that both individuals failed to follow proper procedures when they became aware of the issues related to the issuance of the OBI shares to Chang.
"Clearly, we are disappointed that we had to take these actions,” said the newly-appointed McKinnell. “However, the board believes they reflect the importance to the company of good corporate governance practices and that they are in the best interests of the company and its stakeholders.”
Optimer said it has disclosed the matter to the relevant U.S. authorities and is cooperating with those authorities in reviewing the matter.