This excerpt taken from the ISPH DEF 14A filed Oct 1, 2007.
Effective upon the closing of the sale of Exchangeable Preferred Stock to Warburg on July 20, 2007, Mr. Jonathan S. Leff, who is a managing director and member of Warburg Pincus LLC and a general partner of Warburg Pincus & Co., was appointed to our Board of Directors pursuant to Warburgs right to nominate a director under the Securities Purchase Agreement. Because Mr. Leff did not join our Board of Directors until after the consummation of the Preferred Stock Financing, he did not participate in his capacity as a director in
discussions of, or vote with respect to, matters related to the Preferred Stock Financing that were approved by our Board of Directors, and Mr. Leff abstained from our Board of Directors vote recommending approval of the Share Exchange.
The Share Exchange would result in Warburg owning approximately 24.8% of our outstanding common stock after giving effect to the Share Exchange. The shares of Exchangeable Preferred Stock are not entitled to vote their shares of Exchangeable Preferred Stock on the Share Exchange proposal to be considered at this meeting.
Pursuant to the Inspire Pharmaceuticals, Inc. Amended and Restated Director Compensation Policy, dated March 29, 2007, our Board of Directors granted a nonqualified stock option to purchase 50,000 shares of Common Stock to Mr. Leff which will vest over a three-year period commencing on the date of grant as follows: 20,000 shares in year one (5,000 shares per quarter), 15,000 shares in year two (25% of such 15,000 shares per quarter) and 15,000 shares in year three (25% of such 15,000 shares per quarter). Additionally, Mr. Leff will receive an aggregate of $40,000 annually to cover general availability and participation in meetings and conference calls of the Board and the Corporate Governance Committee in accordance with such policy.
Mr. Ringo, a director of Inspire, is currently a CEO in Residence at Warburg and pursuant to such relationship provides certain consulting services to Warburg. He did not provide any services to Warburg in relation to the Preferred Stock Financing. He has not received, and is not expected to receive, any consideration from Warburg, or any third party on behalf of Warburg, in relation to the Preferred Stock Financing. Nevertheless, to avoid any appearance of a conflict of interest, Mr. Ringo abstained from our Board of Directors vote with respect to the Preferred Stock Financing and our Board of Directors vote recommending approval of the Share Exchange.