Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Jill O’Donnell-Tormey, Ph.D. to Board of Directors
On May 10, 2022 the Board of Directors (the “Board”) of Coherus BioSciences, Inc. (the “Company”) increased the authorized number of directors that can serve on the Board from seven to eight directors and, upon the recommendation of its Nominating and Corporate Governance Committee (the “Nominating Committee”), resolved that the vacancy on the Board created by such increase would be filled with the appointment of Jill O’Donnell-Tormey, Ph.D. effective May 18, 2022. Dr. O’Donnell-Tormey was appointed as a Class II director, with a term of office expiring at the Company’s 2025 annual meeting of stockholders and as a member of the Nominating Committee of the Board, until her successor is duly elected and qualified, or until her earlier death, resignation or removal.
Dr. O’Donnell-Tormey is the Chief Executive Officer and Director of Scientific Affairs of the Cancer Research Institute (“CRI”), a nonprofit organization dedicated exclusively to advancing immunotherapy to treat, control and cure all cancers. She joined theCRI in 1987 and has served as its Chief Executive Officer since 1993. Prior to joining the CRI, she served as a research associate in the department of medicine at Cornell University Medical College and as a postdoctoral fellow in the laboratory of cellular physiology and immunology at The Rockefeller University. Dr. O’Donnell-Tormey serves on the boards of The City University of New York, Richmond University Medical Center, and the Staten Island Foundation. She holds a Doctor of Philosophy in cell biology from the SUNY Downstate Medical Center and earned a Bachelor of Science in chemistry from Fairleigh Dickinson University.
As a non-employee director, Dr. O’Donnell-Tormey will receive compensation in accordance with the Company’s non-employee director compensation policy. Pursuant to this policy, upon appointment to the Board, Dr. O’Donnell-Tormey will be eligible to receive an annual cash retainer in the amount of $50,000 and she will receive 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 effective date of her appointment. The option will vest and become exercisable in substantially equal monthly installments over three years, subject to Dr. O’Donnell-Tormey’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 Dr. O’Donnell-Tormey, which will require the Company to indemnify Dr. O’Donnell-Tormey against certain liabilities that may arise as result of her status or service as a director. The description of Dr. O’Donnell-Tormey’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 the Securities and Exchange Commission on October 24, 2014 as Exhibit 10.13.
There were no arrangements or understandings between Dr. O’Donnell-Tormey, and any other person pursuant to which Dr. O’Donnell-Tormey was appointed as a member of the Board. There have been no transactions in which Dr. O’Donnell-Tormey has an interest that would be reportable under Item 404(a) of Regulation S-K.
