Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 21, 2022, the Board of Directors of CV Sciences, Inc. (the "Company")
appointed William McCorkle as a director on the Company's Board of Directors
(the "Board"). Pursuant to the Company's Bylaws, Mr. McCorkle shall hold office
until the next election of directors by the stockholders of the Company. Mr.
McCorkle shall serve as a member of the Company's Nominations and Governance
Committee and Compensation Committee, and shall serve as Chair of the Audit
Committee.
Mr. McCorkle is an operational executive with over 30 years of experience
solving problems with innovative solutions. Mr. McCorkle is experienced in
managing day-to-day operations of small to large companies across multiple
industries. Mr. McCorkle has held a variety of senior financial executive
positions including CFO and COO of ISCA Inc., CFO, COO & Co-Founder of
StemImmune Inc., CFO and COO of Genelux Corporation, and CFO and COO of
Proformance Apparel Group, LLC. Mr. McCorkle received a Bachelor of Science in
Accountancy from Bentley University. Mr. McCorkle's financial expertise, as well
as his independence, judgment and exceptional leadership experience makes him a
valuable addition to the Board.
As a member of the Board and for his service on the Company's Committees, Mr.
McCorkle will receive 500,000 stock options under the Company's Amended and
Restated 2013 Equity Incentive Plan, approved by the Company's stockholders on
July 23, 2014, and as amended from time to time. Mr. McCorkle's stock options
are durational based and 50% of the option shares vest and become exercisable on
October 21, 2023 and October 21, 2024, provided his continuous service on the
Board. In consideration for his service on the Board Mr. McCorkle shall also
receive a quarterly cash stipend of $5,000.
There are no arrangements or understandings between Mr. McCorkle and any other
person pursuant to which Mr. McCorkle was selected as a director of the Company.
Mr. McCorkle is not a participant in, nor is he to be a participant in, any
related-person transaction or proposed related-person transaction required to be
disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of
1934, as amended. Other than the Company's formal plan for compensating its
directors for their services approved by the Board, there are no plans,
contracts or arrangements or amendments to any plans, contracts or arrangements
entered into with Mr. McCorkle, or any grants or awards made to Mr. McCorkle in
connection with his election to the Board.
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CV SCIENCES, INC. 
