SENESTECH, INC. (NASDAQ:SNES) 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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 19, 2016, the board of directors (the Board) of
SenesTech, Inc. (the Company), upon recommendation of the
Companys Compensation Committee, approved 2016 bonuses for
Loretta P. Mayer Ph.D., the Companys Chief Executive Officer,
Cheryl A. Dyer Ph.D., the Companys Chief Research Officer and
Thomas C. Chesterman, the Companys Chief Financial Officer. The
specific amount of the bonuses were based upon the achievement of
mutually agreed-upon performance objectives and other criteria
determined by the Board in accordance with the Companys
respective employment agreements with each of Drs. Mayer and Dyer
and Mr. Chesterman, as described in and filed as Exhibits 10.7,
10.8 and 10.9, respectively, to the Companys Registration
Statement on Form S-1 (Registration No. 333-213736) filed with
the Commission on September 21, 2016.
The bonus details are as follows:
Loretta P. Mayer Ph.D., Chief Executive
Officer:
| Annual Bonus Target: 50% of base salary ($150,000) |
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Bonus earned: 50% of target earned, based on the results of a mid-year performance evaluation conducted by the Compensation Committee |
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Bonus payment details: 40% ($30,000) in cash and 60% ($45,000) in restricted stock units (RSUs). The number of RSUs shall equal to $45,000 divided by the closing market price of the common stock on the date of grant; 100% of which RSUs will be vested on the date of grant. The form of RSU agreement is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference. |
Cheryl A. Dyer Ph.D., Chief Research
Officer:
| Annual Bonus Target: 35% of base salary ($87,500) |
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Bonus earned: 50% of target ($43,750) earned, based on the results of a mid-year performance evaluation conducted by the Compensation Committee |
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Bonus payment details: 40% ($17,500) in cash and 60% ($26,250) in RSUs. The number of RSUs shall equal to $26,250 divided by the closing market price of the common stock on the date of grant; 100% of which RSUs will be vested on the date of grant. The form of RSU agreement is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference. |
Thomas C. Chesterman, Chief Financial
Officer:
| Annual Bonus Target: 80% of base salary ($200,000) |
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Bonus earned: 100% of target ($200,000) earned, based on the results of a performance evaluation conducted by the Compensation Committee |
| 50% of bonus ($100,000) was already paid earlier in 2016 |
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Bonus payment details: 15% ($15,000) in cash and 85% ($85,000) in RSUs. The number of RSUs shall equal to $85,000 divided by the closing market price of the common stock on the date of grant; 100% of which RSUs will be vested on the date of grant. The form of RSU agreement is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference. |
| Item 8.01 | Other Events. |
On December 19, 2016, the Board adopted a non-employee director
compensation program (the Program) for providing cash and equity
compensation to its non-employee directors for their service on
the Board and committees of the Board. The Program will be
effective for the service of non-employee directors beginning
January 1, 2017. The components of the Program are as follows:
| Cash Compensation: | Amount |
| Annual general retainer for serving on the Board | $25,000 |
| Incremental annual retainer for the Vice-Chair of the Board | $30,000 |
| Incremental annual retainer for Chair of the Audit Committee | $20,000 |
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Incremental annual retainer for directors also serving on the Audit Committee |
$5,000 |
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Incremental annual retainer for each Chair of the Compensation and Nominating and Corporate Governance Committees |
$10,000 |
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Incremental annual retainer for directors also serving on the Compensation and Nominating and Corporate Governance Committees |
$2,500 |
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Incremental fee for attendance at each meeting of the Audit, Compensation and Nominating and Corporate Governance Committees exceeding one hour |
$250 |
| Equity Compensation: | Grant details |
| Annual RSU grant for serving on the Board |
A number of RSUs equal to $25,000 divided by the closing market price of the common stock on the date of grant; 100% of which RSUs will vest after one year of continuous service on the Board. The form of RSU agreement is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference. |
| Annual stock option grant for serving on the Board |
Nonstatutory stock options to purchase 20,000 shares of common stock; exercise price equal to the closing market price of the common stock on the date of grant; 25% of which options will vest on the first day of each calendar quarter following the date of grant, so that 100% of the options will be fully vested on the one-year anniversary of the date of grant. The options will expire on the fifth anniversary of the date of grant. The options will be governed by the Companys 2015 Equity Incentive Plan and form of stock option agreement filed as Exhibit 10.2 to the Companys Registration Statement on Form S-1 (Registration No. 333-213736) filed with the Commission on September 21, 2016 and incorporated into this Item 8.01 by reference. |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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ExhibitNo. |
Description |
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| 4.1 | Form of Restricted Stock Unit Agreement |
About SENESTECH, INC. (NASDAQ:SNES)
SenesTech, Inc. is a platform biotechnology company. The Company is engaged in developing a technology for managing animal pest populations through fertility control. Its approach is designed to manage food security and manage infrastructure damage, disease outbreaks, environmental contamination and other costs associated with rodent infestations. Its fertility control product candidate, ContraPest, will be marketed for use in controlling rat populations. ContraPest targets the reproductive capabilities of rodents by inducing the gradual loss of eggs in female rodents and disruption of sperm in male rodents, resulting in contraception that can progress to sterility in both females and males. The Company applies its technology to manage rats in urban and agricultural settings. It has a pipeline of fertility control and animal health products, which include ContraPest, Plant-based fertility control, Feral animal fertility control, Boar taint, and Non-Surgical Spay and Neutering. SENESTECH, INC. (NASDAQ:SNES) Recent Trading Information
SENESTECH, INC. (NASDAQ:SNES) closed its last trading session up +0.11 at 8.13 with 58,713 shares trading hands.