MARRONE BIO INNOVATIONS, INC. (NASDAQ:MBII) 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 December 2, 2019, Marrone Bio Innovations, Inc. (the “Company”) reported that Dr. Pamela Marrone has announced her intention to retire from her position as the Company’s Chief Executive Officer (“CEO”) and an employee of the Company. The Company also reported that the board of directors of the Company (the “Board”) has begun the search process for a new CEO, that Dr. Marrone will continue as CEO during the search process, and that she and Board Chairman Bob Woods will shepherd the transition process.
In connection with her retirement, Dr. Marrone entered into an employment separation agreement with the Company on December 1, 2019 (the “Separation Agreement”). The Separation Agreement provides that Dr. Marrone’s retirement as an employee and officer of the Company will become effective immediately prior to the date on which a new CEO is retained, after which Dr. Marrone will continue to serve on the Company’s board of directors as a non-executive member. In addition to being entitled to any unpaid salary through her retirement date and continued COBRA coverage, in consideration of her execution of certain releases, Dr. Marrone will be entitled under the Severance Agreement to her full 2019 annual bonus without regard to the termination of her employment, calculated based on achievement of 100% of her individual goals, and with all other terms determined in accordance with the Company’s annual bonus plan as applied to other active senior executives of the Company, and all of her outstanding unvested stock options will become fully vested.
Dr. Marrone also entered into a consulting services agreement with the Company on December 1, 2019 (the “Consulting Agreement”). to the Consulting Agreement, Dr. Marrone will serve as a consultant to the Company for a period of three years following the date of her retirement to advocate for the Company and its mission as the Company’s founder, and to provide transition services and other support, with the terms of such services and related deliverables to be mutually agreed between Dr. Marrone and the Company’s new CEO. As consideration for her service as a consultant, Dr. Marrone will receive a consulting fee of $19,583.33 per month (“Monthly Consulting Fee”), as well as a one-time award of 1,250,000 restricted stock units (the “RSUs”) under the Company’s 2013 Stock Incentive Plan, as amended (the “Plan”), to be awarded as soon as practicable after her retirement date. The RSUs will vest in equal installments on each of the first three anniversaries of Dr. Marrone’s retirement date, subject to her continuous service as a consultant through the applicable vesting dates. Under the terms of the Consulting Agreement, the Company may terminate Dr. Marrone’s service as a consultant in connection with a change in control, and Dr. Marrone may terminate the Consulting Agreement due to the Company’s breach or default, in which case Dr. Marrone will be entitled to full acceleration of the RSUs and receive a lump sum payment equal to the sum of the then remaining Monthly Consulting Fees payable under the Consulting Agreement. The Company may also terminate the Consulting Agreement due to Dr. Marrone’s breach or default or for certain other grounds, in which case the Company shall not be obligated to make further payments under the Consulting Agreement and Dr. Marrone’s compensatory equity awards will cease to vest or terminate, as applicable.
A copy of the Company’s press release with respect to the matters addressed in this Item 5.02 is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press release issued on December 2, 2019 by Marrone Bio Innovations, Inc. |
MARRONE BIO INNOVATIONS INC Exhibit
EX-99.1 2 ex99-1.htm Exhibit 99.1 Marrone Bio Innovations Announces Plans for CEO Succession Founder and CEO Pamela Marrone to Retire from the Company; Search Process for New CEO Under Way DAVIS,…
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About MARRONE BIO INNOVATIONS, INC. (NASDAQ:MBII)
Marrone Bio Innovations, Inc. offers bio-based pest management and plant health products. The Company’s bio-based products include naturally occurring microorganisms, such as bacteria, fungi and plant extracts. It sells its products to crop protection market. Its four crop protection products include Regalia, Grandevo, Venerate and Majestene. Its products are used in both conventional and organic crop production, and are sold to growers of specialty crops, such as grapes, citrus, tomatoes, vegetables, nuts, leafy greens and ornamental plants. It offers Regalia for large-acre row crops, such as corn and soybeans. Its pipeline of early-stage discoveries and product candidates extends across a range of product types for end markets, including herbicides, fungicides, nematicides, insecticides, algaecides (for algae control), molluscicides (for mussel and snail control), and plant growth and plant stress regulators. It is engaged in developing MBI-010, MBI-110, Haven (MBI-505) and MBI-601.
