Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Georgia Erbez to Board of Directors
On February 20, 2024, the Board of Directors (the “Board”) of Coherus BioSciences, Inc. (the “Company”), increased the size of the Board from nine directors to ten directors and approved, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the appointment of Georgia Erbez to serve as a Class III director to fill the vacancy created by such increase. Ms. Erbez will hold this position until the Company’s 2026 annual meeting of stockholders or until her successor is duly elected and qualified, subject to her earlier death, resignation or removal. Ms. Erbez has also been appointed to serve on the audit committee of the Board.
Ms. Erbez, age 57 has served as Managing Director of Axiom Financial Partners, a financial consulting firm, since November 2014. Ms. Erbez also previously served as the Chief Operating Officer of Walking Fish Therapeutics, Inc., a biotechnology company, from September 2022 to October 2023, and as Chief Financial Officer of Harpoon Therapeutics, Inc., an immuno-oncology company, from October 2018 to September 2022. Ms. Erbez previously served on the board of directors of AltiBio, Inc., a private biotechnology company, Sierra Oncology, Inc., a public biopharmaceutical company until its acquisition by GSK plc, and Arterlo Biosciences, Inc., a public clinical stage biopharmaceutical company. Ms. Erbez earned her B.A. at the University of California, Davis. Ms. Erbez was selected as a director because of her significant experience and background in the healthcare sector.
As a non-employee director, Ms. Erbez will receive compensation in accordance with the Company’s non-employee director compensation policy. Pursuant to this policy, upon appointment to the Board, Ms. Erbez will be eligible to receive an annual cash retainer in the amount of $50,000. On the date of her appointment to the Board, Ms. Erbez 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 her appointment. The option will vest and become exercisable in substantially equal monthly installments over three years, subject to Ms. Erbez’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 Ms. Erbez, which will require the Company to indemnify Ms. Erbez against certain liabilities that may arise as result of her status or service as a director. The description of Ms. Erbez’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 Ms. Erbez, and any other person pursuant to which Ms. Erbez was appointed as a member of the Board. There have been no transactions in which Ms. Erbez has an interest that would be reportable under Item 404(a) of Regulation S-K.