Blog: NEPTUNE WELLNESS SOLUTIONS INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) (c) On June 13, 2022, the Board of Directors of Neptune Wellness Solutions
Inc. (the “Company”) appointed Raymond Silcock Executive Vice President and
Chief Financial Officer of the Company, effective July 25, 2022 (the “Hire
Date”). Mr. Silcock previously served as Executive Vice President and Chief
Financial Officer at Perrigo Plc, as well as CFO at Diamond Foods, The Great
Atlantic and Pacific Tea Company, US Tobacco Inc., and Cott Corporation, along
with various positions at Campbell Soup Company. In addition, he has previously
served as Chair of both Audit and Strategy Committees on several Boards
including Pinnacle Foods Inc, American Italian Pasta Company, Prestige Brands
and Bacardi Limited. Mr. Silcock received an MBA from the Wharton School of the
University of Pennsylvania and is a Fellow of the Chartered Institute of
Management Accountants (FCMA UK).

In connection with his appointment as the Company’s Chief Financial Officer, Mr.
Silcock will receive a base salary of $600,000 per year. Mr. Silcock will be
eligible for an annual year-end bonus target of 75% of his base salary beginning
in fiscal year 2023 and thereafter. Mr. Silcock will also receive a grant of
114,286 options to purchase common shares (“Options” and such grant, the “Option
Grant”), which vests 1/12 at the end of the Company’s first fiscal quarter
following the Hire Date and the remaining 11/12 vests in eleven equal tranches
at the end of each quarter thereafter. The Option Grant shall be pursuant to a
Option Award Agreement (the “Option Agreement”) and shall have an exercise price
equal to the “Market Price” (as defined in the Company’s Stock Option Plan) on
the Hire Date. The Option Grant will be governed by the provisions of the
Company’s Stock Option Plan and the Option Agreement.

In the event that there is a change of control within the Company affecting his
employment, following the execution of a general release, Mr. Silcock will be
entitled to base salary continuation payments for eighteen (18) months of his
base salary and the Company will pay for Mr. Silcock’s premium payments under
COBRA for a period of up to eighteen (18) months.

Randy Weaver, the Company’s current Interim Chief Financial Officer, shall
remain in his position until July 25, 2022.

The foregoing summary of Mr. Silcock’s employment agreement does not purport to
be complete and is qualified in its entirety by reference to the employment
agreement, which is filed hereto as Exhibit 10.1 and is incorporated herein by

Item 7.01 Regulation FD Disclosure.

The Company issued a press release announcing Mr. Silcock’s appointment on June
14, 2022. A copy of that press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.

The information contained in Item 7.01 to this Current Report on Form 8-K and
Exhibit 10.1 and Exhibit 99.1 attached hereto shall not be deemed “filed” for
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liability of that section, nor shall it be deemed incorporated by reference in
any filing by the Company under the Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.   Description
10.1            Employment Agreement, dated as of June 13,
              2022, between Neptune Holding USA, Inc., Neptune
              Wellness Solutions Inc. and Ray Silcock.
99.1            Press release issued by the Company, dated
              June 14, 2022.
104           Cover Page Interactive Data File (embedded
              within the Inline XBRL document).


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