Cyanotech Corporation (NASDAQ:CYAN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 3, 2019, Cyanotech Corporation, a Nevada corporation (the “Company”), named Brian B. Orlopp as its Vice President Finance and Administration, Chief Financial Officer and Secretary. In connection with the foregoing appointment, on January 3, 2019, Jole Deal was reassigned from Chief Financial Officer of the Company to a transitional role of Executive Team Advisor, which she will fill until February 1, 2019 when her employment with the Company will be terminated. In connection with her resignation, Ms. Deal entered into a Separation Agreement (the “Separation Agreement”) with the Company to which she will receive severance payments equal to twenty-six weeks of her then current base salary and payment of premiums for continuing health coverage under COBRA for six months in exchange for, among other matters, a general release of claims in favor of the Company and its affiliates and an agreement to not solicit any employee of the Company to leave their employment at the Company for a period of twelve months. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed asExhibit 10.1to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with his appointment, the Company and Mr. Orlopp entered into Executive Employment Agreement, dated as of November 28, 2018 (the “Employment Agreement”). Under the terms of the Employment Agreement, Mr. Orlopp will receive an annual salary of $225,000 and be eligible to receive a fiscal year-end bonus of up to 35% of his then-current annual salary based on performance and earnings targets and other standards to be established by the Board of Directors. Mr. Orlopp will receive a signing bonus of $22,500 payable in equal monthly installments of $3,750 over six months and will be awarded 50,000 stock option grants (the “Options”) under the Company’s 2016 Equity Incentive Plan (the “Plan”), subject to the terms of the Plan and a Stock Option Grant Notice and Option Agreement. The exercise price per share of the Options is $3.00, which was the closing market price on the date of grant. The Options are scheduled to vest over four years at 12,500 shares per year. Mr. Orlopp will be eligible to participate in all other employee benefit plans and compensation programs that the Company maintains for salaried employees and executive officers. The foregoing description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed asExhibit 10.to this Current Report on Form 8-K and is incorporated herein by reference.
Since 2012, Mr. Orlopp, has served as VP of Finance, Asia Pacific for Fresh Del Monte Produce based in Manila, Philippines. Before that, he served as CFO for Sumifru Corporation (joint venture with Sumitomo) based in Singapore. Before that, he served as Senior VP/Finance for Hawaii Bioenergy LLC in Honolulu and VP/Strategic Planning for Maui Land & Pineapple Company in Kahului. He began his career working in varied financial management positions for Dole Food Company. His education includes degrees in Agriculture Economics, General Management and Finance.
Item 8.01.Other Events.
On January 9, 2019, the Company issued a press release that publicly announced the appointment of Mr. Orlopp to serve as Vice President Finance and Administration, Chief Financial Officer and Secretary. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 attached hereto and is incorporated by reference herein.
Item.01.Financial StatementsandExhibits.
(d) Exhibits
CYANOTECH CORP Exhibit
EX-10.1 2 ex_132604.htm EXHIBIT 10.1 ex_132604.htm Exhibit 10.1 SEPARATION AGREEMENT This Separation Agreement (the “Agreement”) is entered as of the Effective Date by and among Jole Deal (“Employee”) and Cyanotech Corporation,…
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About Cyanotech Corporation (NASDAQ:CYAN)
Cyanotech Corporation is engaged in the production of natural products derived from microalgae for the nutritional supplements market. The Company’s products include Hawaiian Spirulina Pacifica and Hawaiian BioAstin. Hawaiian Spirulina Pacifica is a dietary supplement used for extra energy, a strengthened immune system, cardiovascular benefits and as a source of antioxidant carotenoids. Hawaiian BioAstin is a dietary antioxidant shown to support and maintain the body’s natural inflammatory response, to enhance skin, and to support eye and joint health. The Company cultivates over two microalgal species from which its product lines, natural astaxanthin products and spirulina products, are derived. The Company produces its algae in Hawaii and manufactures the finished products in Hawaii and California.
