Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
April 9, 2021, John M. Van Buiten resigned from his position as Enveric Biosciences, Inc.’s (the “Company”) chief financial
officer, effective May 15, 2021. Mr. Buiten’s resignation was not the result of any disagreement regarding any matter relating
to the Company’s operations, policies, or practices.
On
April 9, 2021, Carter J. Ward, 56, was appointed as the Company’s chief financial officer, effective May 15, 2021 (the “Effective
Date”).
From
July 1, 2009 until April 2021, Mr. Ward served as chief financial officer, secretary, and treasurer of Elite Pharmaceuticals, Inc. Prior
to joining Elite Pharmaceuticals, Inc., from July 2005 to April 2009, Mr. Ward filled multiple finance and supply chain leadership roles
with the Actavis Group and its U.S. subsidiary, Amide Pharmaceutical, Inc. From September 2004 to June 2005, Mr. Ward was a consultant,
mainly engaged in improving internal controls and supporting Sarbanes-Oxley compliance of Centennial Communications Corp., a Nasdaq-listed
wireless communications provider. From 1999 to September 2004, Mr. Ward was the chief financial officer for Positive Healthcare/Ceejay
Healthcare, a U.S.-Indian joint venture engaged in the manufacture and distribution of generic pharmaceuticals and nutraceuticals in
India. Mr. Ward began his career as a certified public accountant in the audit department of KPMG and is a Certified Supply Chain Professional.
Mr. Ward holds a B.S. in Accounting from Long Island University, Brooklyn, NY, from where he graduated summa cum laude.
In
connection with Mr. Ward’s appointment as chief financial officer, Mr. Ward entered into an employment agreement with the Company
on April 9, 2021 (the “Ward Employment Agreement”), effective as of May 15, 2021, pursuant to which Mr. Ward will receive
a base salary of $295,000 (“Base Salary”) and is eligible to receive annual performance bonuses of up to 50% of his Base
Salary, as determined from time-to-time by the Company’s board of directors. Additionally, Mr. Ward will receive 525,000 restricted
stock units (“RSUs”), 262,500 of such RSUs shall be subject to time-based vesting (the “Time Based RSUs”), and
the remaining 262,500 of such RSUs shall be subject to performance-based vesting (the “Performance RSUs”). The RSUs shall
be subject to the terms and conditions of the Company’s 2020 Long-Term Incentive Plan. The Time Based RSUs shall vest in quarters
on each anniversary of the Effective Date, and the Performance RSUs shall vest based on the achievement of performance milestones established
by the Company.
The
Ward Employment Agreement will remain in effect until terminated by either party, unless the Company or Mr. Ward delivers advance written
notice of termination to the other party at least 30 days prior. In addition, the Ward Employment Agreement is subject to early termination
by him or the Company in accordance with the terms of the Ward Employment Agreement.
Pursuant
to the Ward Agreement, if Mr. Ward’s employment is terminated by the Company without cause or by Mr. Ward for good reason, then
the Company must pay Mr. Ward, in addition to any then-accrued and unpaid obligations owed to him, 12 months of his then-current base
salary.
The
Ward Employment Agreement also contains covenants restricting Mr. Ward from soliciting the Company’s employees or customers for
a period of 12 months after the termination of Mr. Ward’s employment with the Company and prohibiting him from disclosure of confidential
information regarding the Company at any time.
The
foregoing summary description of the Ward Employment Agreement is qualified in its entirety by reference to the full text of the Employment
Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein in its entirety by reference.
On
April 12, 2021, the Company issued a press release announcing Mr. Ward’s appointment. A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated by reference herein. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.