Business Context and Reporting Period
This Form 8-K Current Report was filed by Coherus BioSciences, Inc. (trading symbol: CHRS) on January 5, 2021. The filing addresses corporate governance changes, specifically the appointment of new directors to the Board of Directors.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel appointments and associated compensation arrangements.
Material Changes
- Board Expansion: The Board of Directors increased its size from nine to ten members.
- New Appointments: Alan C. Mendelson and Mark D. Stolper were appointed to fill vacancies created by the board expansion and the resignation of Christos Richards.
- Committee Assignments: Mr. Stolper was appointed as a member of the Audit Committee.
Management Commentary, Risks, and Unusual Items
Director Backgrounds:
- Alan C. Mendelson: Selected for his experience advising life sciences companies. Former partner at Latham & Watkins LLP and Cooley LLP. Previously served on boards of Aviron Inc., CV Therapeutics, Inc., and QLT, Inc.
- Mark D. Stolper: Selected for management and financial expertise. Currently Executive Vice President and CFO of RadNet, Inc. Previously served on boards of Surgalign Holdings, Inc. and Rotech Healthcare Inc.
Compensation Arrangements:
- Both directors receive an annual cash retainer of $50,000.
- Both receive options to purchase 40,000 shares of common stock, vesting monthly over three years.
- Mr. Stolper receives an additional $10,000 annual retainer for Audit Committee service.
- Standard indemnification agreements are expected to be executed.
Risks and Contingencies: The filing states there were no reportable transactions involving the new directors under Item 404(a) of Regulation S-K and no special arrangements regarding their appointments.
Investor Verification Checklist
- Verify the effective date of the board expansion and the specific terms of the new directors' service.
- Review the Company's Definitive Proxy Statement on Schedule 14A (filed April 6, 2020) for full details on the Non-Employee Director Compensation policy.
- Confirm the vesting schedule and exercise price of the stock options granted to the new directors.
- Check for any subsequent filings regarding the resignation of Christos Richards for context on the board composition change.