{"url_path":"/sec/cldi/8-k/2026-06-23/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1855485/0001493152-26-029710-index.html","accession_number":"0001493152-26-029710","cik":"0001855485","ticker":"CLDI","issuer_name":"Calidi Biotherapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1855485/0001493152-26-029710-index.html","primary_entity_key":"0001855485","primary_entity_name":"Calidi Biotherapeutics, Inc."},"word_count":565,"has_tables":true,"body_markdown":"**Item\n5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n \n\nOn\nJune 17, 2026, the Board of Directors (the “Board”) of Calidi Biotherapeutics, Inc. (the “Company”), upon the\nrecommendation of the Nominating and Corporate Governance Committee appointed Dr. Corazon (Corsee) Sanders to serve as a Class III director\nof the Company, with a term expiring at the Company’s 2029 annual meeting of stockholders and until her successor is duly elected\nand qualified, or until her earlier death, resignation, retirement, disqualification, or removal. In addition, the Board appointed Dr.\nSanders to serve as a member of the Audit Committee of the Board.\n\n \n\n**Corazon\n(Corsee) D. Sanders, Ph.D.**, age 69, is a biotechnology executive and board director with more than 30 years of global leadership\nexperience in drug development. She has contributed to the clinical development and regulatory approval of multiple approved therapies.\nDr. Sanders currently serves as a Board Director at Ultragenyx Pharmaceutical Inc. (NASDAQ: RARE), where she is also an Audit Committee\nmember; Legend Biotech Inc. (NASDAQ: LEGN), where she serves on the Audit, Compensation, and Nominating & Governance Committees;\nand AltruBio Inc. (private), where she is a Board Director and Audit Committee member. Her previous board roles include BeOne Medicines\nLtd. (formerly BeiGene, Ltd.) (NASDAQ: BGNE), where she served as a Board Director and Audit Committee member until June 2026; Molecular\nTemplates Inc. (NASDAQ: MTEM), where she served until December 2024; TransCelerate Biopharma Inc., where she served as Vice Chair; and\nthe Fred Hutchinson Cancer Center, where she served as Co-Chair of the Board of Advisors and Chair of the Science & Technology Advisory\nCommittee.\n\n \n\nPrior\nto her board service, Dr. Sanders held senior executive positions at Juno Therapeutics (acquired by Celgene/BMS), where she served as\nExecutive Vice President of Development Operations and Strategic Advisor to the Chief Medical Officer and contributed to the global development\nof Breyanzi® (lisocabtagene maraleucel). At Genentech/Roche, she held several senior leadership roles, including Senior Vice President\n& Global Head of Clinical Operations, leading a team of 2,500 professionals, and Senior Vice President of Global Biometrics &\nInnovation, leading a team of 1,100 professionals. She was a member of the Late Stage Portfolio Committee and Co-Chair of the Roche/Chugai\nJoint Portfolio Management Committee and contributed to the development and approval of multiple therapies, including Herceptin®,\nRituxan®, Avastin®, and Lucentis®. Earlier in her career, she held biostatistics positions at Schering-Plough and Centocor.\nDr. Sanders holds a Ph.D. and M.S. in Statistics from The Wharton School, University of Pennsylvania, and M.S. and B.S. degrees in Statistics\nfrom the University of the Philippines.\n\n \n\nIn\nconnection with her appointment, the Board determined to defer the grant of an initial equity award (the “Initial Award”)\nthat would ordinarily be granted to Dr. Sanders pursuant to the Company’s Non-Employee Director Compensation Policy, adopted by\nthe Board on October 4, 2023, effective October 10, 2023, until such time as the Board has assessed and determined the allocation of\nany available awards under the Company’s 2023 Equity Incentive Plan, with the Board retaining the discretion to adjust the number\nof shares subject to the Initial Award.\n\n \n\nThere\nare no arrangements or understandings between Dr. Sanders and any other persons pursuant to which she was selected as a director. There\nare no transactions in which Dr. Sanders has an interest requiring disclosure under Item 404(a) of Regulation S-K."}