|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
|
Resignations of Scott Canute and Claudio Albrecht
On April 11, 2018, Scott Canute, a Class III director of
the Board of Directors (the “Board”) of Oncobiologics, Inc. (the “Company”), Chairman of the Board’s
Compensation Committee and a member of the Board’s Nominating and Corporate Governance Committee, notified the Company of
his decision to resign from his position as director of the Company and all Board committees upon which he served, effective April
13, 2018. In addition, on April 12, 2018, Claudio Albrecht, a Class I director of the Board of the Company and a member of the
Board’s Nominating and Corporate Governance Committee, notified the Company of his decision to resign from his position as
director of the Company and all Board committees upon which he served with immediate effect. Neither Mr. Canute’s nor Mr.
Albrecht’s resignations were due to any disagreement with the Board or the Company.
Appointment of Ralph H. “Randy” Thurman and Reappointment
of Yezan Haddadin
Accordingly, on the recommendation of the sole remaining member
of the Nominating and Governance Committee, on April 12, 2018, the Board appointed Ralph H. “Randy” Thurman to serve
as a Class III director to serve the remainder of Mr. Canute’s term,
e.g.
, until the Company’s 2019 Annual Meeting
of Stockholders, and reappointed Yezan Haddadin to serve as a Class I director for the remainder of Mr. Albrecht’s term,
e.g.,
until the Company’s 2020 Annual Meeting of Stockholders, in each case until his successor is duly elected and
qualified, or until his earlier death, resignation or removal. Such appointments were effective as of April 13, 2018. The Board
also appointed Mr. Thurman to fill Mr. Canute’s roles as member of the Board’s Nominating and Corporate Governance
Committee and as Chairman of the Compensation Committee, and Mr. Haddadin to fill Mr. Albrecht’s role as a member of the
Board’s Nominating and Corporate Governance Committee.
Mr. Haddadin was renominated to fill the vacancy, and reappointed
to the vacancy created by Mr. Albrecht’s departure, pursuant to that certain Investor Rights Agreement dated as of September
11, 2017, by and between the Company and GMS Tenshi Holdings Pte. Limited (“GMS Tenshi”), pursuant to which GMS Tenshi
has certain contractual rights to appoint directors based on its percentage ownership of the Company’s outstanding common
stock on a fully diluted as-converted basis, as more fully described in the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission (“SEC”) on September 11, 2017.
There are no family relationships among Mr. Thurman, Mr. Haddadin,
and any director or executive officer of the Company.
Mr. Thurman will be compensated pursuant to the Company’s
non-employee director compensation policy (the “Policy”), as adopted in January 2016. Under the Policy, Mr. Thurman
will receive an annual retainer of $35,000 for his service as a director, $10,000 for his service as Chairman of the Compensation
Committee, $5,000 for his service as a member of the Board’s Compensation Committee, and $4,000 for his service as a member
of the Board’s Nominating and Corporate Governance Committee, payable in equal quarterly installments in arrears, on the
last day of each fiscal quarter for which the service occurred, pro-rated based on the days served in the applicable fiscal quarter.
In addition, pursuant to the Policy, on April 13, 2018, Mr. Thurman was granted a stock option to purchase 25,000 shares of the
Company’s common stock, which vests 33.33% on the first, second and third anniversaries of the grant date, such that 100%
of the shares underlying the option shall be vested in full on the three-year anniversary of the grant date, subject to his providing
continued services through such date. Mr. Haddadin waived all compensation under the Policy. The Company also entered into its
standard form of indemnity agreement with each of Mr. Thurman and Mr. Haddadin, which agreement is filed as Exhibit 10.12 to the
Company’s registration statement on Form S-1 (File No. 333-209011) filed with the SEC on January 15, 2016.