Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective December 31, 2019, the Board of Directors (the "Board of Directors")
of ThermoGenesis Holdings, Inc. (the "Company") elected Debra Donaghy as a new
director, to serve until the 2020 Annual Meeting of Stockholders and until her
successor is duly elected and qualified or until her earlier resignation or
removal. In addition to her election as a director, Ms. Donaghy was also
appointed to the Audit Committee of the Board of Directors (the "Audit
Committee").
There are no arrangements or understandings between Ms. Donaghy and any other
person pursuant to which she was selected as a director of the Company, nor are
there any transactions in which Ms. Donaghy has an interest that would be
reportable under Item 404(a) of Regulation S-K.
As a non-employee director, Ms. Donaghy will be compensated in accordance with
the Company's compensation policies for non-employee directors, which are
described in the Company's proxy statements filed with the Securities and
Exchange Commission. Ms. Donaghy will receive pro-rated annual cash fees and
retainers of $15,000 for her service on the Board of Directors and $7,500 for
her service as a non-chair member of the Audit Committee, in each case payable
quarterly. In addition, pursuant to the Company's 2016 Equity Incentive Plan (as
amended and restated, the "Plan"), Ms. Donaghy received an award of stock
options to purchase up to 1,250 shares of the Company's common stock (the
"Options"), effective as of December 31, 2019. The Options (a) vest equally in
twelve (12) monthly installments commencing on December 31, 2019, (b) are
subject to the Plan and (c) are subject to the terms and conditions set forth in
the Award Agreement pursuant to which such Options were granted, which is based
on the Company's standard form of Award Agreement for non-employee directors.
The foregoing summary of the Options granted to Ms. Donaghy does not purport to
be complete and is qualified in its entirety by reference to the full text of
the form of Stock Option Award Agreement, a copy of which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Also effective December 31, 2019, Mr. James Xu has resigned as a director of the
Company, as well as from his positions of Secretary and Senior Vice President of
Legal Affairs and Cybersecurity of the Company. Ms. Donaghy will occupy the
director seat vacated by Mr. James Xu, and Mr. Jeff Cauble, the Company's Chief
Financial Officer, will assume the office of Secretary of the Company.
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Item 7.01. Regulation FD Disclosure.
On January 2, 2020, the Company issued a press release announcing the election
of Debra Donaghy to the Board of Directors. A copy of the press release is
attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Exhibit 10.1 Form of Stock Option Award Agreement
Exhibit 99.1 Press Release, dated January 2, 2020
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THERMOGENESIS HOLDINGS, INC. 
