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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(b) Change in Chief Financial Officer
In connection with the appointment of a new Chief Financial Officer of CytoDyn Inc., a Delaware corporation (the “Company”), on November 13,
2019, as described in more detail under (c) below, Michael D. Mulholland, who served as the Company’s Chief Financial Officer for the past seven years, is transitioning to a newly created role of Senior Vice President of Finance, focusing
on the Company’s capital structure.
(c) Appointment of New Chief Financial Officer
Effective November 13, 2019, the board of directors of the Company (the “Board”) appointed Craig S. Eastwood as Chief Financial Officer and
Treasurer.
In connection with Mr. Eastwood’s appointment as Chief Financial Officer, the Board’s Compensation Committee approved the
following compensation arrangements for Mr. Eastwood: (i) an annual base salary of $225,000, (ii) a target annual bonus equal to 50% of Mr. Eastwood’s base salary, and (iii) other customary benefits provided to executive
officers of the Company, including participation in the Company’s 401(k) plan. Mr. Eastwood will also be eligible to participate in the Company’s equity compensation program.
Also in connection with Mr. Eastwood’s appointment, the Board granted Mr. Eastwood a stock option award under the Company’s
equity incentive plan, covering 250,000 shares of the Company’s common stock, and vesting in twelve equal monthly installments over a one-year period from the grant date.
Mr. Eastwood, 48, served as the Company’s Vice President and Controller from April 2019 through November 12, 2019. From January 2018 to
February 2019, Mr. Eastwood served as Chief Financial Officer of Golden Leaf Holdings Ltd., a manufacturer and distributor of premium cannabis products. Prior to that, Mr. Eastwood was Chief Financial Officer at Powin Energy Corporation, a
producer of lithium-ion based energy storage solutions, from March 2017 to August 2017, Corporate Controller at Erickson Incorporated, a global provider of aviation services, from November 2015 to March 2017,
Vice President of Accounting at ESCO Corporation, a manufacturer of highly engineered wear and replacement products and services, from November 2013 to November 2015, and Director of Accounting for Daimler Trucks North America, LLC (a wholly-owned
subsidiary of Daimler AG), an automotive industry manufacturer of commercial vehicles, from July 2008 to November 2013. His career has been focused in the areas of finance, accounting, investor relations and restructurings in multi-national
manufacturing and life sciences companies. His experience also includes more than three years at Pharmaceutical Product Development (a formerly publicly traded Contract Research Organization), serving in roles as Director of Accounting and Director
of Investor Relations. Mr. Eastwood is a licensed CPA and began his career in public accounting where he spent five years working at Deloitte.
There
are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Eastwood and any of the Company’s executive officers or directors or persons nominated or chosen to become
a director or executive officer. There is no arrangement or understanding between Mr. Eastwood and any other person pursuant to which Mr. Eastwood was appointed as Chief Financial Officer. There are no transactions in which
Mr. Eastwood has an interest requiring disclosure under Item 404(a) of Regulation S-K.