Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Brian McLaughlin as Chief Financial Officer and Secretary
On January 15, 2021, Brian McLaughlin notified the Board of Directors (the
"Board") of Landec Corporation (the "Company") that he was retiring as the
Company's Chief Financial Officer and Secretary, effective January 18, 2021.
Appointment of John Morberg as Chief Financial Officer and Secretary
On January 18, 2021, the Board appointed John Morberg as the Company's Chief
Financial Officer and Secretary, succeeding Brian McLaughlin, to serve in such
capacities until his successor is duly elected and qualified or until his
earlier death, resignation or removal.
Prior to joining the Company, Mr. Morberg worked as a business consultant from
June 2019 until January 2021, advising on financial and business matters across
restaurant and consumer industries, and serving as an interim executive and
adviser for various clients. He served as Chief Financial Officer and General
Counsel of Bar Louie, a national gastrobar chain, from March 2018 to June 2019.
Prior to that role, Mr. Morberg served as Chief Executive Officer and a member
of the board of directors of Garden Fresh Restaurant Corp. ("Garden Fresh"), a
national restaurant chain, from March 2014 to March 2017. Before his tenure as
Chief Executive Officer at Garden Fresh, Mr. Morberg served as Garden Fresh's
Chief Financial Officer, General Counsel and Secretary, as well as a member of
the board of directors, from January 2007 to March 2014. He also served as Chief
Financial Officer and Treasurer of DEI Holdings, Inc. (formerly NASDAQ: DEIX)
from 2005 to 2007, as Vice President and Controller of Petco (formerly NASDAQ:
PETC) from 1997 to 2005, and as supervising senior accountant at KPMG from 1986
to 1990. Mr. Morberg holds a J.D. from the University of the Pacific, McGeorge
School of Law, and is a licensed attorney, and a Bachelor of Business
Administration in Accounting from the University of San Diego, and is a
certified public accountant (inactive).
There are no (i) family relationships between Mr. Morberg and any other director
or executive officer of the Company, or with any person selected to become an
officer or a director of the Company or (ii) related party transactions with Mr.
Morberg requiring disclosure pursuant to Item 404 of Regulation S-K.
In connection with Mr. Morberg's appointment, the Company entered into an
employment agreement with Mr. Morberg (the "Employment Agreement").
Pursuant to the terms of the Employment Agreement, Mr. Morberg will be paid an
annual base salary of $410,000, and he will participate in the Company's annual
Cash Incentive Award Plan with a target bonus equal to 55% of his annual base
salary (pro-rated for any partial year of service). Mr. Morberg is also eligible
to receive reimbursement of certain relocation expenses, as well as future
grants of equity-based awards at such times and in such amounts as determined by
the Compensation Committee.
In connection with his appointment, and pursuant to the terms of the Employment
Agreement, Mr. Morberg also received equity awards in the form of a stock option
and restricted stock unit award, each of which was granted on January 18, 2021
pursuant to the Landec Corporation 2019 Stock Incentive Plan. The stock option
provides Mr. Morberg with the option to purchase 100,000 shares of the Company's
common stock, exercisable (i) with respect to one-third of the shares underlying
the option on January 18, 2022 and (ii) with respect to the remaining shares, in
1/36th installments on each monthly anniversary thereafter, in each case subject
to Mr. Morberg's continued employment through the applicable vesting date. The
restricted stock unit award provides for the issuance of 17,500 shares of the
Company's common stock, which will vest in full on January 18, 2024, subject to
his continued employment through such date.
In the event that Mr. Morberg's employment is terminated by the Company without
"cause" or by Mr. Morberg for "good reason" in either case, subject to the
execution and non-revocation of a general release of claims in favor of the
Company, Mr. Morberg will be eligible to receive the following payments and
benefits:
•a cash amount equal to Mr. Morberg's then-current annual base salary, to be
paid in substantially equal installments over the 12-month period following the
termination date;
•a cash payment equal to Mr. Morberg's pro-rated target cash performance bonus
for the year in which the termination occurs;
•Company-subsidized COBRA premium payments for Mr. Morberg and his covered
dependents for up to the maximum period permitted under COBRA; and
•Partial accelerated vesting of all outstanding Company equity awards that would
have vested over the one-year period following the termination date (or, if
either such termination occurs on or within two years following a "change in
control," full accelerated vesting of all outstanding Company equity awards,
with performance-based awards vesting at target performance values, unless
otherwise specified in the applicable award agreement).
As part of the Employment Agreement, Mr. Morberg agreed not to solicit employees
or consultants of the Company during his employment and for a period of two
years following his termination.
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The foregoing description is qualified in its entirety by reference to the
Employment Agreement, which is filed hereto as Exhibit 10.1, and is incorporated
herein by reference.
In connection with Mr. Morberg's appointment, Mr. Morberg has entered into the
Company's standard form of indemnification agreement for its directors and
officers.
Item 7.01 Regulation FD Disclosure.
On January 18, 2021, the Company issued a press release announcing the
resignation of Mr. McLaughlin and the appointment of Mr. Morberg. A copy of this
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed to be incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Employment Agreement, dated January 18, 2021, by and between the Company
and John Morberg.
99.1 Press Release, dated January 18, 2021.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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