Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Principal Accounting Officer
Effective January 17, 2020 (the "Separation Date"), Rosemary Williams'
employment as the Company's Vice President of Finance and Controller (including
as its principal accounting officer) will terminate. Subject to Ms. Williams's
continued employment through January 17, 2020 and in exchange for a full general
release of claims and continued compliance with her employment agreement,
Ms. Williams will receive: (i) salary continuation for six months following the
Separation Date, (ii) a lump sum cash payment equal to Ms. Williams's pro-rated
target bonus for 2020, and (iii) COBRA payments for up to six months.
Appointment of New Principal Accounting Officer
In connection with Ms. Williams's departure, the Company has appointed David E.
Strauss, 34, to serve as Director, Corporate Controller (including as its
principal accounting officer), effective as of January 8, 2020.
Prior to joining the Company, Mr. Strauss served as Corporate Controller of
Landec Corporation, a publicly-traded material science company, beginning in
March 2019. Previously, Mr. Strauss held various accounting positions at Analog
Devices, Inc. from March 2017 to February 2019, at Linear Technology Corporation
from March 2015 to February 2017. From January 2011 to February 2015,
Mr. Strauss worked in public accounting with PricewaterhouseCoopers. Mr. Strauss
holds a B.S. in Business Administration from San Jose State University.
In connection with Mr. Strauss's appointment, the Company entered into an offer
letter with Mr. Strauss that governs the terms of his employment with the
Company. Among other things, the offer letter provides for (i) an annual base
salary of $230,000, (ii) at the sole discretion of the Board (or an authorized
committee thereof), an annual target cash performance bonus of 20% of his annual
base salary, and (iii) an option to purchase up to 156,000 shares of the
Company's common stock, which will vest over a four-year period, with 25%
vesting on the one-year anniversary of the commencement of employment and the
remainder vesting monthly thereafter in equal increments for 36 months, subject
to his continuous service to the Company on each vesting date. The option will
be granted as an inducement award and subject to the terms of the Company's 2019
Equity Incentive Plan and the Company's standard option agreement.
Mr. Strauss will also enter into the Company's standard form of indemnification
agreement for its directors and executive officers.
There are no family relationships between Mr. Strauss and any of the Company's
current or former directors or executive officers. Mr. Strauss is not a party to
any transaction that would require disclosure under Item 404(a) of Regulation
S-K promulgated under the Securities Act of 1933.
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