Business Context and Reporting Period
This Form 8-K Current Report was filed by Coherus BioSciences, Inc. (CHRS) on August 6, 2020, covering events occurring on July 30, 2020. The filing reports a corporate governance change involving the expansion of the Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the appointment of a new director and associated compensation arrangements.
Material Changes
- Board Expansion: The Board of Directors increased its size from eight to nine members.
- New Appointment: Kimberly J. Tzoumakas was appointed as a Class I director. Her term expires at the 2021 annual meeting of stockholders.
- Background: Ms. Tzoumakas brings significant healthcare sector experience, currently serving as CEO of 21st Century Oncology and previously as a healthcare attorney and board member of SeaSpine Holdings Corporation.
Compensation and Governance Details
As a non-employee director, Ms. Tzoumakas will receive compensation under the Company's standard policy:
- Cash Retainer: $50,000 annually.
- Equity Grant: An option to purchase 40,000 shares of common stock under the 2014 Equity Incentive Award Plan.
- Vesting: The option vests in substantially equal monthly installments over three years, contingent on continued service.
- Indemnification: The Company expects to enter into its standard director and officer indemnification agreement with Ms. Tzoumakas.
The filing states there were no other arrangements or understandings regarding her appointment and no reportable transactions under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the exact closing price of CHRS common stock on July 30, 2020, to determine the exercise price of the 40,000 share option grant.
- Review the Company's Definitive Proxy Statement on Schedule 14A (filed April 6, 2020) for the full text of the Non-Employee Director Compensation policy.
- Confirm the terms of the standard indemnification agreement referenced in the Company's Form S-1/A filed on October 24, 2014.
- Monitor the Company's 2021 annual meeting materials for the election status of Ms. Tzoumakas.