| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 29, 2022, the Board of Directors
of Annovis Bio, Inc. (the “Company”) appointed Henry Hagopian III, age 54, as Chief Financial Officer of the Company,
effective immediately, to replace Jeffrey McGroarty. Mr. McGroarty will leave the Company to pursue other interests.
Since February 2021, Mr. Hagopian has
served as the Senior Vice President, Finance and Treasurer of Organogenesis Holdings, Inc. (Nasdaq: ORGO), a leading regenerative
medicine company focused the development, manufacturing and sale of products for the advanced wound care, and surgical and sports medicine
market. From October 2007 until January 2021, Mr. Hagopian served in various other positions of increasing responsibility
with Organogenesis. Prior to joining Organogenesis, Mr. Hagopian served in various roles in corporate accounting, financial reporting,
treasury operations, financial planning & analysis, and investor relations with Circor International, Inc., Stratus Technologies
and Lucent Technologies. Mr. Hagopian received both an MBA and an MS in Accounting from the Carroll Graduate School of Management
at Boston College and a BS in Economics and Finance, Summa cum laude, from the Silberman College of Business at Farleigh Dickinson
University.
In connection with his appointment, on August 29,
2022, the Company entered into an Offer Letter with Mr. Hagopian (the “Offer Letter”), which provides for an annual base
salary of $375,000, subject to annual adjustment. Mr. Hagopian will also be eligible for an annual cash incentive bonus based on
individual and company-wide performance criteria established by the Compensation Committee of the Company’s Board of Directors.
Mr. Hagopian’s target annual cash incentive bonus is 35% of his base salary. For fiscal 2022, Mr. Hagopian will be eligible
to receive the full amount of his cash incentive bonus.
Mr. Hagopian will also receive a grant of
stock options to purchase 120,000 shares of the Company’s common stock with an exercise price of $11.55. The stock options will
vest one-third on the twelve month anniversary of the grant date and the remaining two-thirds will vest in eight consecutive quarterly
installments beginning the fifteenth month after August 29, 2022, and will vest in full upon a Change of Control (as defined in the
Company’s 2019 Equity Incentive Plan), with vesting conditioned on continued employment on the applicable vesting dates. Mr. Hagopian
will also be eligible to participate in all employee benefit plans and programs generally available to the Company’s employees,
including the Company’s medical plans, and four weeks of paid time off each year.
In the event Mr. Hagopian’s employment
is terminated by the Company for any reason other than Cause (as defined in the Offer Letter), he will be entitled to receive (i) six
months of his then-current annual base salary, (ii) either (A) an amount equal to the projected amount of his annual target
bonus for the calendar year in which his employment termination occurs, prorated for the number of days he was employed during such calendar
year, or (B) if his employment terminates at or within nine months following a Change of Control (as defined in the Company’s
2019 Equity Incentive Plan), an amount equal to the projected amount of his annual target bonus for the calendar year in which his employment
termination occurs (without proration), and (iii) continued payment of the employer share of the premium for him to continue participation
in the Company’s group health benefits under COBRA until the earlier of six months after his employment termination or the date
he is eligible for health benefits through another employer.
The foregoing description of the Offer Letter is
a summary only and is qualified in its entirety by reference to the full text of the Offer Letter, which is attached hereto as Exhibit 10.1
and incorporated by reference herein.
There are no transactions between Mr. Hagopian
or any member of his immediate family and the Company, or any of its subsidiaries, that would be reportable as a related party transaction
under the rules of the Securities and Exchange Commission. In addition, there are no family relationships between Mr. Hagopian
and any current director or executive officer of the Company.