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 reference.

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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