Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.
On January 28, 2021, Marrone Bio Innovations, Inc. (the "Company") announced the
appointment of Suping Liu Cheung, Ph.D., CPA as Chief Financial Officer ("CFO")
of the Company, to take effect upon her commencement of employment, which is
expected to occur on February 18, 2021 (the "Employment Date"). As previously
disclosed, Jim Boyd will remain as the Company's President and Chief Financial
Officer until the Employment Date, and, as previously announced, will thereafter
continue to serve as a consultant to the Company.
Ms. Cheung, a certified public accountant, is currently the CFO of QuickLogic
Corporation, a semiconductor company with U.S. offices in San Jose, California.
Prior to her promotion to CFO in 2015, Ms. Cheung was a corporate controller at
QuickLogic since 2007. Prior to QuickLogic, Ms. Cheung held senior roles at both
publicly traded and privately held companies in accounting, finance and
operational management, and began her career as an auditor and tax consultant at
PricewaterhouseCoopers. Ms. Cheung brings to the Company 28 years of experience
in international strategic and financial operations, including financial
reporting, forecasting and budgeting; mergers and acquisitions; equity and debt
financings; internal controls; and investor relations. Ms. Cheung holds a
bachelor of science in finance from Soochow University, a master's of science in
accounting from Florida International University and a Ph.D. in Business
Administration from Florida International University. Ms. Cheung also completed
the executive program at the Stanford University Graduate School of Business.
In connection with her appointment as the Company's CFO, Ms. Cheung accepted an
employment offer letter (the "Offer Letter") from the Company on January 25,
2021, pursuant to which Ms. Cheung will receive an annual base salary of
$275,000 and a target annual award opportunity under the Company's discretionary
bonus plan of up to 40% of her annual base salary, unless adjusted by the Board
for any year. Ms. Cheung will also receive a $50,000 signing bonus in April 2021
and certain relocation expenses.
Pursuant to the Offer Letter, subject to approval of the Board or Compensation
Committee of the Board, Ms. Cheung will be granted an option to purchase 400,000
shares of the Company's common stock (the "Option"), pursuant to the Company's
2013 Stock Incentive Plan (as amended, the "Plan"). The Option will be subject
to time-based vesting over a period of four years as measured from Ms. Cheung's
first date of employment (the "Vesting Commencement Date"). Twenty-five percent
of the Option will vest on the first anniversary of the Vesting Commencement
Date, and the remaining 75 percent of the shares will vest over the next
following 3 years on a pro-rata basis equally each month for so long as Ms.
Cheung provides services to the Company.
On January 26, 2021, the Company also entered into a change in control agreement
with Ms. Cheung (the "CIC Agreement"), which provides Ms. Cheung with the right
to receive certain benefits if, in connection with a Change in Control (as
defined in the CIC Agreement), Ms. Cheung terminates her employment with the
Company for good reason or the Company terminates her employment without cause.
The CIC Agreement provides that in such an event: (i) Ms. Cheung will receive a
single lump sum severance payment equal to twelve months of her annual salary;
(ii) all outstanding and unvested equity compensation awards held by Ms. Cheung
will vest; (iii) Ms. Cheung will receive a lump sum bonus payment in an amount
equal to 20% of her then-current base salary, prorated based on the percentage
of the current year completed prior to termination; and (iv) the Company will
pay for health continuation coverage premiums for the executive and her family
members for twelve months following the date of termination. The benefits
provided for in the CIC Agreement are subject to Ms. Cheung's delivery of a
release of claims reasonably acceptable to the Company. Under the CIC Agreement,
Ms. Cheung is also subject to non-solicitation and non-disparagement obligations
during employment with the Company and for one year following termination.
In accordance with the Company's customary practice, the Company will enter into
its standard form of indemnity agreement with Ms. Cheung, which agreement is
filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K, as filed with
the SEC on March 16, 2020. Ms. Cheung will also be eligible to participate in
the Company's other benefit programs generally available to the Company's
executive officers.
There are no arrangements or understandings between Ms. Cheung and any other
person pursuant to which Ms. Cheung was appointed to serve as Chief Financial
Officer of the Company. There are no family relationships between Ms. Cheung and
any director or executive officer of the Company, and Ms. Cheung does not have
any direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing descriptions of the Offer Letter and CIC Agreement are qualified
by reference to the complete texts of the Offer Letter and CIC Agreement, copies
of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form
8-K, respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 * Offer letter, effective January 25, 2021, by and between Marrone
Bio Innovations, Inc. and Suping Liu Cheung.
10.2 * Change in Control Agreement, dated as of January 26, 2021, by
and between Marrone Bio Innovations, Inc. and Suping Liu Cheung.
99.1 Press release issued on January 28, 2021, by Marrone Bio
Innovations, Inc.
* Denotes management contract, compensatory plan or arrangement.
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MARRONE BIO INNOVATIONS, INC. 
