Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On March 28, 2022, Enzo Biochem, Inc. (the “Company”)
announced executive management changes including Kara Cannon, current Chief Commercialization Officer, transitioning to Chief Operating
Officer and David Bench, current Chief Financial Officer, assuming the additional roles of Senior Vice President, Treasurer, and Corporate
Secretary, effective immediately.
Kara Cannon, age 53 joined Enzo Biochem in 2011
and has been responsible for strategic and tactical marketing, sales, manufacturing and general management of the operations. She previously
held executive positions at Pall Corporation, where she focused on commercial operations within the areas of diagnostics, biotechnology
and biosciences. She has also held marketing and technical positions at Dynal Biotech (now ThermoFisher Scientific). She has had extensive
experience in the marketing and selling of innovative platforms for the diagnostics markets as well as the development and execution of
strategic plans for the growth and sustainability of diagnostic-related businesses. Ms. Cannon holds a BA from Franklin and Marshall College.
Ms. Cannon does not have any family relationship with any director or executive officer of the Company and is not party to any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing Ms. Cannon’s
and Mr. Bench’s appointments is attached as Exhibit 99.1.
On March 24, 2022, the Company entered into (i)
an employment agreement with Ms. Cannon (the “COO Employment Agreement”) (ii) an employment agreement with Mr. Bench (the
“CFO Employment Agreement”) and (iii) an amendment to the employment agreement between the Company and Hamid Erfanian (the
“CEO Amendment,” and together with the COO Employment Agreement and CFO Employment Agreements, the “Employment Agreements”).
Pursuant to the terms of their respective Employment
Agreements, Ms. Cannon received a sign-on bonus of $40,000 and Mr. Bench received a sign-on bonus of $55,000, less applicable deductions
and withholding. They each received a sign-on equity grant of options to purchase 87,500 shares of the Company’s common stock at
the fair market value as determined by the Board as of the date of grant, subject to the terms and conditions of the Company’s 2011
Amended and Restated Incentive Plan. Their options will vest in equal one-third annual increments, with the first vesting on the first
anniversary of the grant date provided they remain employed in good standing on any such vesting date.
Under their respective Employment Agreements,
Ms. Cannon’s annual base salary is $280,000 and Mr. Bench’s annual base salary is $300,000, less applicable payroll deductions
and tax withholdings. In addition, each of them is eligible to receive (i) an annual discretionary bonus, (ii) an annual equity grant,
as determined by the Board in its sole discretion and (iii) a transaction bonus in the event that Company undergoes a change of control.
Ms. Cannon and Mr. Bench are also eligible to receive reimbursement for reasonable business expenses and to participate in customary employment
benefits.
The Board also approved the CEO Amendment, which
made conforming amendments to the employment agreement between the Company and Hamid Erfanian.
The foregoing descriptions of the Employment Agreements
are not complete and are qualified in their entirety by reference to full text of the CFO Employment Agreement, the COO Employment Agreement
and the CEO Amendment, copies of which are attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 and are incorporated herein
by reference.