Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers
Appointment of Director
On January 6, 2022, the Board of Directors of Emmaus Life Sciences, Inc. ("we,"
"us," "our," "Emmaus" or the "company") expanded the number of directors from
seven to eight and appointed Lori Teranishi as a director of the company. Ms.
Teranishi is also expected to be appointed to serve on one or more of the
standing Committees of the Board when her schedule permits.
Ms. Teranishi is the founder and Chief Executive Officer of iQ 360, a privately
held strategic communications company with offices in Honolulu, San Francisco,
New York and Washington DC, whose clients include business leaders, global
corporations, innovative startups, nonprofits, and government agencies. She is
an expert in business consulting, crisis communications, issues management,
corporate positioning, and marketing strategy. She has a successful track record
repositioning brands, launching, and executing major change initiatives,
counseling companies in the sustainability and ESG (environmental, social, and
corporate governance) space and protecting reputations in the face of
high-profile litigation, mass company layoffs and regulatory investigations.
Before founding iQ 360 in 2010, Ms. Teranishi oversaw product development as a
vice president at Visa, where she launched a global loyalty program and other
consumer and B2B products. She also served as chief of staff to Visa's chief
operating officer, managing business planning for the company, and prior to that
role, had responsibility for variety of communications functions. Ms. Teranishi
holds bachelor's degrees in mass communications and political science from the
University of Utah and earned her MBA from the University of San Francisco. Ms.
Teranishi was named a Ragan's Top Woman Leader in Communications in 2020 and
received a Distinguished Alumni Award from the University of Utah in 2019.
Ms. Teranishi will receive the same compensation as our other non-employee
directors and members of any Board Committee to which she may be appointed as
described under the caption "Executive Compensation - Current Director
Compensation" in our definitive Proxy Statement filed with the Securities and
Exchange Commission ("SEC") on October 12, 2021 and incorporated herein by
reference. It is expected that she also will enter into our standard-form of
indemnification agreement for directors and executive officers which appears as
an exhibit to our Annual Report on Form 10-K/A filed with the SEC on August 10,
2021. As with our other directors, Ms. Teranishi will serve as a director until
her successor is elected and qualified or her resignation, disqualification or
removal.
There are no family relationships between Ms. Teranishi and any of our other
directors, executive officers, or persons nominated or chosen to become a
director or executive officer. Ms. Teranishi is not a party to any current or
proposed transaction for which disclosure is required under Item 404(a) of
Regulation S-K.
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