Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Charles Newton to Board of Directors
On May 4, 2022, upon the recommendation of its Nominating and Corporate Governance Committee (the “Nominating Committee”), a vacancy on the Board of Directors (the “Board”) of Coherus BioSciences, Inc. (the “Company”) was filled with the appointment of Charles Newton. Mr. Newton was appointed as a Class I director, with a term of office expiring at the Company’s 2024 annual meeting of stockholders and as a member of the audit committee of the Board, until his successor is duly elected and qualified, or until his earlier death, resignation or removal.
Mr. Newton is the Chief Financial Officer of Lyell Immunopharma, a Nasdaq-listed biotechnology company. Prior to joining Lyell Immunopharma, he served as Managing Director & Co-Head of Healthcare Investment Banking in the Americas at BofA Securities, Managing Director & Co-Head of Healthcare Investment Banking in the Americas at Credit Suisse, and Managing Director & Head of Western Region Healthcare Investment Banking at Morgan Stanley. Mr. Newton advised on approximately $200 billion in mergers and acquisitions and raised nearly $60 billion in capital during his investment banking career. Mr. Newton earned his MBA from the Tuck School at Dartmouth College as well as a B.S. in Finance from Miami University.
As a non-employee director, Mr. Newton will receive compensation in accordance with the Company’s non-employee director compensation policy. Pursuant to this policy, upon appointment to the Board, Mr. Newton will be eligible to receive an annual cash retainer in the amount of $50,000 and he received an option under the Company’s 2014 Equity Incentive Award Plan to purchase 54,000 shares of the Company’s common stock with an exercise price equal to the closing price of the Company’s common stock on the date of his appointment. The option will vest and become exercisable in substantially equal monthly installments over three years, subject to Mr. Newton’s continued service to the Company through each applicable vesting date.
In accordance with the Company’s customary practice, it is expected that the Company will enter into its standard form of indemnification agreement for directors and officers with Mr. Newton, which will require the Company to indemnify Mr. Newton against certain liabilities that may arise as result of his status or service as a director. The description of Mr. Newton’s indemnification agreement is qualified in its entirety by the full text of the form of indemnification agreement, which is attached to the Company’s Form S-1/A filed with Securities and Exchange Commission on October 24, 2014 as Exhibit 10.13.
There were no arrangements or understandings between Mr. Newton, and any other person pursuant to which Mr. Newton was appointed as a member of the Board. There have been no transactions in which Mr. Newton has an interest that would be reportable under Item 404(a) of Regulation S-K.
