Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On August 24, 2022, the Board of Directors (the "Board") of CytoDyn Inc. (the
"Company") approved the appointment of Ryan Dunlap ("Mr. Dunlap"), as a director
of the Company, effective August 25, 2022. The Board also expects to appoint Mr.
Dunlap as a member of the Board's Audit Committee. Mr. Dunlap fills the vacancy
created by the resignation of Nader Pourhassan on January 24, 2022.
Mr. Dunlap has over 25 years' experience in finance and operations leadership at
both public and private companies, developing significant expertise in strategy
setting, improving operational efficiency and effectiveness, fundraising and
investor relations, financial reporting and compliance, and risk management. He
is currently the Chief Financial Officer at Gurobi Optimization, LLC ("Gurobi").
Prior to joining Gurobi, he spent several years as the CFO and COO for a growth
equity-backed molecular diagnostics company. Prior to that he served for four
years as the CFO of a publicly traded biotechnology and pharmaceutical sales
company. Earlier in his career, Mr. Dunlap held various financial and
operational leadership roles in large, multinational organizations, and spent 11
years with various public accounting firms, including PricewaterhouseCoopers
LLP, KPMG LLP, and Moss Adams LLP, where he provided business assurance and
advisory services to both public and private companies, including companies in
the life sciences industry.
There are no transactions in which Mr. Dunlap has an interest requiring
disclosure under Item 404(a) of Regulation S-K. There are no family
relationships between him and any other executive officer or director of the
Company. Mr. Dunlap will be compensated for his services as a director
consistent with the Company's compensation policies for nonemployee directors
approved by the Board's Compensation Committee for fiscal 2023, including annual
cash retainers for service as directors and as members of Board committees, and
grants of stock options under the Company's Amended and Restated 2012 Equity
Incentive Plan. There is no other arrangement or understanding between Mr.
Dunlap and any other persons or entities pursuant to which Mr. Dunlap was
appointed as a director of the Company.
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