Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Michael Ryan to Board of Directors
On July 18, 2023, the Board of Directors (the “Board”) of Coherus BioSciences, Inc. (the “Company”), approved, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the appointment of Michael Ryan, Pharm.D., to serve as a Class III director to fill a vacancy on the Board. Dr. Ryan will hold this position until the Company’s 2026 annual meeting of stockholders or until his successor is duly elected and qualified, subject to his earlier death, resignation or removal.
Dr. Ryan has four decades of experience working in academia and the biopharmaceutical industry bringing high-value therapeutics to patients, and served as Senior Vice President, U.S. and Worldwide Value, Access, Pricing and Health Economics and Outcomes Research at Bristol-Myers Squibb Company (“BMS”), a multinational pharmaceutical company from December 2015 to March 2023. From 2015 to 2017, he served as Senior Vice President, U.S. Value, Access, Policy and Health Economics and Outcomes Research at BMS.
Dr. Ryan currently serves on the board of the National Pharmaceutical Council, which he has served on since December 2015. Dr. Ryan earned his B.A. at the University of California, Los Angeles and his Pharm.D. from the University of California at San Francisco. He completed his residency program in Hospital and Clinical Pharmacy at the University of Michigan.
Prior to BMS, from December 1999 to December 2015, he served as Vice President and General Manager, U.S. Reimbursement, Value, and Access at Amgen Inc. (“Amgen”), a multinational pharmaceutical company. Prior to Amgen, he served as Vice President, Department of Pharmacy at the University of Pittsburgh Medical Center, Chairman, Department of Pharmacy and Therapeutics at the University of Pittsburgh School of Pharmacy and Associate Director and Clinical Associate Professor at the University of Michigan Hospitals’ Department of Pharmacy Services and College of Pharmacy. Dr. Ryan is currently the Founder and Chief Executive Officer of Koios Enterprises & Consulting, an executive consulting firm specializing in patient access with a focus on evidence generation, value, pricing and policy solutions that enable patient access.
As a non-employee director, Dr. Ryan will receive compensation in accordance with the Company’s non-employee director compensation policy. Pursuant to this policy, upon appointment to the Board, Dr. Ryan will be eligible to receive an annual cash retainer in the amount of $50,000. On the date of his appointment to the Board, Dr. Ryan 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 Dr. Ryan’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. Ryan, which will require the Company to indemnify Dr. Ryan against certain liabilities that may arise as result of his status or service as a director. The description of Dr. Ryan’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. Ryan, and any other person pursuant to which Dr. Ryan was appointed as a member of the Board. There have been no transactions in which Dr. Ryan has an interest that would be reportable under Item 404(a) of Regulation S-K.
