Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
On October 18, 2021, Enzo Biochem, Inc. (the "Company") announced the
appointment of Hamid Erfanian to the position of Chief Executive Officer,
commencing on November 8, 2021. Mr. Erfanian succeeds Dr. Elazar Rabbani, who,
as previously disclosed, will step down from his position as Chief Executive
Officer of the Company. As previously disclosed, Dr. Rabbani will remain
Chairperson of the Board of Directors and will assume the role of Chief
Scientific Officer of the Company.
Mr. Erfanian, age 52, has over 28 years of experience as a seasoned healthcare
executive specializing in the diagnostic, medical devices, and life sciences
industry. Prior to his appointment as Chief Executive Officer of the Company,
Mr. Erfanian was most recently Chief Commercial Officer of EUROIMMUN, a
PerkinElmer Company. He previously served as Chief Executive Officer of its US
subsidiary, a position he held from June 2014 through August 2021. Prior to
EUROIMMUN, Mr. Erfanian held executive and senior positions at several notable
diagnostics companies including Diagnostica Stago, Beckman Coulter, and Abbott
Laboratories. Earlier in his career, Mr. Erfanian worked at leading diagnostic
laboratory testing companies, Quest Diagnostics and Laboratory Corporation of
America. He received his Bachelor's Degree in Science and Mathematics from North
Dakota State University and a Masters of Business Administration from the Cox
School of Business at Southern Methodist University.
Pursuant to an Executive Employment Agreement, dated October 14, 2021, entered
into between the Company and Mr. Erfanian governing the terms of Mr. Erfanian's
appointment as Chief Executive Officer, Mr. Erfanian will receive the following
compensation:
? A base salary of $600,000;
? Eligibility to receive an annual discretionary bonus of between thirty percent
(30%) and one hundred percent (100%) of Mr. Erfanian's base salary actually
received in any such year;
? Subject to the approval of the Board and pursuant to the Company's 2011
Amended and Restated Incentive Plan, a restricted stock unit ("RSU") award for
260,000 shares of common stock of the Company, which shall vest, subject to
Mr. Erfanian remaining employed and in good standing, in equal one-third
annual increments;
? Subject to the approval of the Board and pursuant to the Company's 2011
Amended and Restated Incentive Plan, an option to purchase 700,000 shares
("Options") of the Company's common stock at the fair market value as
determined by the Board as of the date of grant, which shall vest, subject to
Mr. Erfanian remaining employed and in good standing, in equal one-third
annual increments;
? Eligibility to receive an annual grant of both RSUs and Options in an amount
and pursuant to terms as determined by the Board in its sole discretion;
? A relocation reimbursement for up to $60,000 in relocation expenses;
? Eligibility to participate in all employee benefit programs for which Mr.
Erfanian is eligible under the terms and conditions of the benefit plans,
including, at minimum, health, medical & dental for Mr. Erfanian and his
spouse and dependents, 401(k), and paid time off including four (4) weeks of
paid vacation as well as other benefits; and
? Severance benefits in the event that Mr. Erfanian's employment is terminated
for any reason other than for "cause" or "good reason, each as defined in the
Executive Employment Agreement, equal to the equivalent of twelve (12) months
of Mr. Erfanian's base salary in effect as of the date of Mr. Erfanian's
employment termination, subject to standard payroll deductions and withholdings
and subject to Mr. Erfanian signing, not revoking, and complying with a
separation agreement and release of claims in a form reasonably satisfactory to
the Company.
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The Executive Employment Agreement defines "cause" as: (a) the commission of any
(i)felony or (ii) crime involving fraud, dishonesty or moral turpitude (whether
or not a felony); (b) any action by Mr. Erfanian involving fraud, breach of the
duty of loyalty, malfeasance, willful misconduct, or negligence, (c) the failure
or refusal by Mr. Erfanian to perform any material duties hereunder or to follow
any lawful and reasonable direction of the Company; (d) intentional damage to
any property of the Company (reasonable wear and tear from regular use
excepted); (e) chronic neglect or absenteeism in the performance of Mr.
Erfanian's duties; (f) willful misconduct, gross negligence, or other material
violation of Company policy or code of conduct that causes an adverse effect
upon the Company; (g) breach of any written agreement with the Company
(including this Employment Agreement); or (h) any action that in the reasonable
belief of the Board shall or potentially shall subject the Company to material
adverse publicity or effects.
The Executive Employment Agreement defines "good reason" as Mr. Erfanian's
resignation following the Company's (a) material diminution of Mr. Erfanian's
title or duties below that of the level of a Chief Executive Officer; (b)
material and uncured breach of this Agreement; (c) material reduction in Mr.
Erfanian's annual base salary as in effect on the date hereof or as the same may
be increased from time to time, other than as required by exigent business
circumstances; or (d) a requirement that Mr. Erfanian perform his job on a
permanent basis more than fifty (50) miles from Farmingdale, New York; provided,
that Mr. Erfanian shall give written notice to the Company within thirty (30)
days following the occasion of any allegation of "good reason," and the Company
shall have thirty (30) days to cure same.
The foregoing description of the Executive Employment Agreement is qualified in
its entirety by reference to the text of such letter, which will be filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended October 31, 2021.
There are no arrangements or understandings between Mr. Erfanian and any other
persons pursuant to which he was appointed as Chief Executive Officer, no family
relationships among any of the Company's directors or executive officers and Mr.
Erfanian and he has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment of Mr. Erfanian as Chief
Executive Officer of the Company is attached to this Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished as part of this Current Report on Form 8-K
to the extent described in Item 5.02.
Exhibit No. Description
99.1 Press Release dated October 18, 2021
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