AVID BIOSERVICES, IN

CDMO
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AVID BIOSERVICES, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

06/25/2020 | 05:21pm

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;



Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.





(c) On June 23, 2020, Avid Bioservices, Inc., a Delaware corporation (the
"Company"), announced that the Board of Directors ("Board") has appointed Mr.
Nicholas S. Green, age 56, as the Company's president and chief executive
officer effective July 30, 2020, to succeed Mr. Richard Hancock who has served
as the Company's interim president and chief executive officer since May 2019.



Mr. Green has more than 30 years of experience in the global pharmaceutical and
healthcare services industry with significant expertise in the contract
manufacturing of novel pharmaceutical products, having most recently served
since April 2011 as the president and chief executive officer of Therapure
Biopharma
, a Canada-based biopharmaceutical company which includes Therapure
Biomanufacturing. In this role, he oversaw the growth of Therapure's CDMO
business, while also leading the creation of Therapure's proprietary plasma
protein business, named Evolve. Prior to Therapure, Mr. Green held a number of
senior management roles, most notably managing director of Nipa Laboratories
Ltd.
, head of the life science division of Clariant International Ltd. in the
USA, president and CEO of Rhodia Pharma Solutions Ltd. and president of Codexis,
Inc.'s pharma division. Mr. Green holds a bachelor's degree in chemistry from
Queen Mary College in London and an MBA from the University of Huddersfield.



There are no family relationships between Mr. Green and any director or
executive officer of the Company. Mr. Green has not engaged in any related
person transaction (as defined in Item 404(a) of Regulation S-K) with the
Company.



Pursuant to his offer letter, Mr. Green's initial base salary is $550,000 per
annum. Mr. Green is also eligible to participate in the annual discretionary
bonus plan for executive officers, with a target bonus percentage of up to one
hundred percent (100%) of his annual base salary (prorated for the current
fiscal year ending April 30, 2021) based on the Company's attainment of annual
performance goals and his attainment of individual goals, each as approved by
the Compensation Committee of the Board. In addition, effective on his start
date of July 30, 2020, Mr. Green will be granted a stock option to purchase
75,000 shares of the Company's common stock at an exercise price equal to the
closing price of the Company's common stock on July 30, 2020, and awarded a
restricted stock unit ("RSU") for 150,000 shares, both of which shall be awarded
from the Company's 2018 Omnibus Incentive Stock Plan. The stock option and RSU
each will vest in equal annual installments over a four (4) year period.



Mr. Green is eligible to participate in all benefits plans or arrangements which
are currently, or may in the future be, offered by the Company from time to time
to its executive management employees, including accrued paid-time-off covering
vacation and sick time benefits.



The Company has agreed to provide Mr. Green with up to $50,000 to cover the
costs associated with his relocation to Orange County, California. This amount
will not be grossed up for federal or California income tax purposes. In the
event that Mr. Green terminates his employment (i) within six months following
such relocation, he will be required to return to the Company one hundred
percent (100%) of the relocation payment, or (ii) during months seven (7)
through twenty-four (24) following such relocation, he will be required to
return a pro-rata portion of the relocation payment. In addition, the Company
will pay for temporary accommodations in Orange County, California and a rental
car, each for up to a period of ninety (90) days while Mr. Green arranges for
permanent housing.



In the event that Mr. Green's employment is terminated by the Company without
cause or by Mr. Green for good reason (as cause and good reason are customarily
defined in the Company's employment agreements with its executive officers), Mr.
Green
shall be entitled to receive a severance payment equal to twelve (12)
months' base salary and continuation of benefits for a period of twelve (12)
months following such termination.



The Company and Mr. Green intend to enter into a formal employment agreement
providing for the above, as well as terms and conditions as are customary for
other executive officers of the Company.














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(d) Also on June 25, 2020, the Board, acting pursuant to its Amended and
Restated Bylaws, adopted a resolution to increase the number of authorized
directors of the Company from six to seven directors and, following the
recommendation of the Corporate Governance Committee of the Board, adopted a
resolution appointing Nicholas S. Green to the Board effective July 30, 2020, to
fill the vacancy created thereby.



The information contained in Item 5.02(c) of this Current Report regarding Mr.
Green's
business experience is hereby incorporated by reference into this Item
5.02(d).



The Corporate Governance Committee determined that Mr. Green is qualified to
serve on the Board of Directors due to his global pharmaceutical and healthcare
services industry with significant expertise in the contract manufacturing of
novel pharmaceutical products.



There was no arrangement or understanding pursuant to which Mr. Green was
elected director.



Item 9.01 Financial Statements and Exhibits



(d) Exhibits. The following material is filed as an exhibit to this Current
Report on Form 8-K:








Exhibit

Number



99.1 Press Release issued June 23, 2020.







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