UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) OF THE SECURITIES EXCHANGE ACT OFof the
Securities Exchange Act of 1934
(AMENDMENT NO. ____)
Filed by the Registrant
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material UnderPursuant to Rule 14a-12
DYADIC INTERNATIONAL, INC.
(Name of Registrant as Specified in itsIn Its Charter)
(Name of Person(s) Filing Proxy Statement, if otherOther than the Registrant)
Payment of Filing Fee (Check the appropriate box)all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit as providedrequired by Item 25(b) per Exchange Act Rule 0-11(a)(2)Rules 14a-6(i)(1) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
![]() | DYADIC INTERNATIONAL, INC. |
Dear Stockholder:
You are cordially invited to attend the 2006 annual meeting2022 Virtual Annual Meeting of stockholdersShareholders (“Annual Meeting”) of Dyadic International, Inc. (“Dyadic”), which we will holdbe held on Monday,Friday, June 12, 200610, 2022, at 10:0010 a.m., local time, at Eastern Daylight Savings Time. With continued concerns around the Doubletree Hotel located at 4431 PGA Boulevard, Palm Beach Gardens, Florida 33410.
At the Annual Meeting, you will be asked to consider and vote on the proposals described in the Notice of 20062022 Virtual Annual Meeting of StockholdersShareholders and Proxy Statement which accompany this letter.
We hope that you will be able to attend the meeting,virtual Annual Meeting, but whatever your plans,in all events, we ask that you please complete, sign and datevote your shares using the enclosedinternet or, if you received paper copies of the proxy materials, by calling the toll-free telephone number specified in the proxy card or completing and return itmailing the proxy card in the postage-paid envelope provided so to ensure that your shares will be represented at the meeting.
On behalf of the board of directors, I would like to express our appreciation for your continued support and interest in Dyadic. We look forward to seeing youyour virtual participation at the meeting.
Sincerely, | |||||
/s/ Mark Emalfarb | |||||
Mark Emalfarb |
Jupiter, Florida
NOTICE OF 20062022 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MONDAY, JUNE 12, 2006Friday, June 10, 2022
VIRTUAL MEETING ONLY - NO PHYSICAL MEETING LOCATION
To the stockholdersShareholders of Dyadic International, Inc.:
NOTICE IS HEREBY GIVEN that the Virtual Annual Meeting of stockholdersShareholders (“Annual Meeting”) of Dyadic International, Inc., a Delaware corporation (“Dyadic,” “we,” “us”, “our”, or the “Company”), will be held on Monday,Friday, June 12, 2006,10, 2022 at 10:0010 a.m. Eastern Daylight Savings Time, via live webcast at www.virtualshareholdermeeting.com/DYAI2022 for the following purposes, as more fully described in the Proxy Statement accompanying this Notice:
1. To elect two Class III directors to our Board of Directors (the “Board”) to serve until the Company’s 2025 Annual Meeting of Shareholders or until their successors are duly elected and qualified;
2. To ratify the appointment of Mayer Hoffman McCann P.C., local time,as the Company’s independent registered public accounting firm for the year ending December 31, 2022;
3. To cast an advisory vote to approve the compensation of the Company’s Named Executive Officers; and
4. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
All shareholders are cordially invited to virtually attend the Annual Meeting. To participate in the Annual Meeting, you will need your 16-digit control number included on your Notice Regarding the Availability of Proxy Materials (“Notice”) or on your proxy card.
Only shareholders of record at the Doubletree Hotel locatedclose of business on April 14, 2022 are entitled to notice of, and to vote at, 4431 PGA Boulevard, Palm Beach Gardens,the Annual Meeting and any adjournment or postponement thereof. The stock transfer books of the Company will remain open between the record date and the date of the Annual Meeting. A list of registered shareholders entitled to vote at the Annual Meeting will be available for inspection by any shareholder for any purpose germane to the Annual Meeting, during regular business hours, for a period of ten days prior to the Annual Meeting, at the Company’s principal place of business at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33410,33477. If our headquarters are closed for health and safety reasons related to the COVID-19 pandemic during such period, the list of registered shareholders entitled to vote at the Annual Meeting will be made available for inspection upon request via email to prawson@dyadic.com subject to our satisfactory verification of shareholder status. During the Annual Meeting, the list of registered shareholders entitled to vote at the Annual Meeting will be made available electronically at www.virtualshareholdermeeting.com/DYAI2022.
We encourage shareholders to vote in advance of the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please promptly cast your vote in one of the ways described below:
• | Vote by Internet: www.proxyvote.com |
Use the internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m., Eastern Daylight Savings Time, on Thursday, June 9, 2022. Have the 16-digit control number included in your Notice or your proxy card in hand when you access the above website and follow the instructions to obtain your records and to create an electronic voting instruction form. |
Vote by Telephone: 1-800-690-6903
If you received paper copies of the proxy materials, use any touch-tone telephone to transmit your voting instruction. Vote by 11:59 p.m., Eastern Daylight Savings Time, on Thursday, June 9, 2022. Have your proxy card in hand when you call and follow the instruction. |
Vote by Mail.
If you received paper copies of the proxy materials, please mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
Vote During the Annual Meeting.
You can vote your shares during the Annual Meeting at www.virtualshareholdermeeting.com/DYAI2022. To participate in the Annual Meeting, you will need the 16-digit control number included in your Notice or on your proxy card. |
You need only vote in one way (so that, if you vote by internet or telephone, you need not return the proxy card).
If you hold your shares through a broker, bank, or other nominee, you should receive separate voting instructions from the firm holding your shares describing the procedure for voting those shares. You may complete and mail a voting instruction card to your broker or nominee or, in most cases, submit voting instructions by telephone or the internet to your broker or nominee. If you provide specific voting instructions by mail, telephone or the internet, your broker or nominee will vote your shares as you have directed.
Should you receive more than one proxy because your shares are registered in different names and addresses, each proxy should be signed and returned to ensure that all your shares will be voted. Your proxy is revocable in accordance with the procedures set forth in the attached proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS | |||||
/s/ Mark Emalfarb | |||||
Mark Emalfarb |
Jupiter, Florida
INTERNET AVAILABILITY OF PROXY MATERIALS
*****IMPORTANT NOTICE*****
This Notice of Meeting, Proxy Statement and our Annual Report on Form 10-K for the following purposes:
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Proposal 1: Election of Class | 18 |
DYADIC INTERNATIONAL, INC.
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477
(561) 743-8333
PROXY STATEMENT
2022 VIRTUAL ANNUAL MEETING OF SHAREHOLDERS
VIRTUAL MEETING ONLY - NO PHYSICAL MEETING LOCATION
The Board of Directors of the Company (the “Board”) is soliciting proxies for the 2022 Virtual Annual Meeting of Shareholders of Dyadic International, Inc. (“Annual Meeting”). This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.
This proxy statement contains information related to the Annual Meeting to be held on Friday, June 10, 2022 at 10 a.m. Eastern Daylight Savings Time, and at any adjournments or postponements thereof. This year, considering the continued concerns around the spread of COVID-19 in the United States and globally, to mitigate health risks, the Annual Meeting will be conducted in virtual format only. Shareholders can access the Annual Meeting by visiting www.virtualshareholdermeeting.com/DYAI2022. Shareholders will not be able to attend the Annual Meeting in person. The Company believes that a virtual meeting will provide meaningful shareholder access and participation and protect the health and safety of our shareholders, employees, and other stakeholders, and will also improve meeting efficiency and reduce costs.
The Board set April 14, 2022, as the record date for the Annual Meeting. Shareholders who owned the Company’s common stock on that date are entitled to vote at the Annual Meeting, with each share entitled to one vote. There were 28,264,157 shares of the Company’s common stock outstanding as of the record date.
We are furnishing proxy materials to our shareholders primarily via the internet under the Securities and Exchange Commission’s (“SEC”) “Notice and Access” rules. On or about April 26, 2022, we expect to mail to our shareholders a Notice of internet Availability (the “Notice”) containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report filed on Form 10-K with the SEC (“Annual Report on Form 10-K”). The Notice also will instruct you on how to access and submit your proxy through the internet.
We are providing internet distribution of our proxy materials to expedite receipt by shareholders, reduce costs and conserve paper. However, if you would like to receive printed proxy materials, please follow the instructions on the Notice. Additionally, this proxy statement and the Annual Report on Form 10-K are available at www.dyadic.com by clicking the “Investors” link. In accordance with Securities and Exchange Commission rules, our proxy materials posted on both our website and the website described below do not contain any cookies or other tracking features.
INTERNET AVAILABILITY OF PROXY MATERIALS
*****IMPORTANT NOTICE*****
The Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.
What is the purpose of the Annual Meeting?
At the Annual Meeting, we are asking shareholders:
To elect two Class III directors for a term ending in 2025;
• | To ratify the appointment of |
To cast an advisory vote to approve the accompanying proxy statement. This notice, together with the accompanying proxy statement and enclosed proxy card and annual report to stockholders, will be mailed to stockholders on or about May 5, 2006.
To transact such other business properly brought before the close of business on April 26, 2006 are entitled to notice of, and to vote at, the annual meetingAnnual Meeting and any adjournment or postponement of the annual meeting. Each share of common stock is entitled to one vote.Annual Meeting.
Who is entitled to notice of and to vote at the annual meeting?
You are entitled to vote, in person or by proxy, at the annual meetingAnnual Meeting if you owned shares of our common stock as of the close of business (5:00 p.m. EST)Eastern Daylight Savings Time) on April 26, 2006,14, 2022, the record date of the annual meeting. On the record date, 23,140,467
Who can attend the meeting?
All stockholdersshareholders as of the record date, or their duly appointed proxies, may attend. Please note that if you hold shares in “street name” (that is, through a broker or other nominee), youShareholders will need a control number to bring a copy of a brokerage statement reflecting your stock ownership as ofattend the record date.
What shares may I vote?
You may vote all shares you owned as of the record date. These includeinclude: (1) shares owned directly in your name as stockholderthe shareholder of record and (2) shares held for you as the beneficial owner through a stockbroker, bank, or otheranother nominee.
What is the difference
between holding shares as aMost of our stockholdersshareholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those beneficially owned.
If our shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholdershareholder of record with regard toregarding those shares. As the stockholdershareholder of record, you have the right to grant your proxy directly to us to vote your shares on your behalf at the meetingAnnual Meeting, using the control number on the Notice of Internet Availability of Proxy Materials or the right to vote in person at the meeting. We have enclosed or sent a proxy card for you to use.
If you hold our shares in a stock brokerage account or bythrough a bank or other nominee, you are considered the beneficial owner“beneficial owner” of the shares held in “street name,”name”, and these proxy materials have been forwarded to you by your brokerstockbroker, bank, or nominee, which is considered the stockholder of record with respect to those shares.another nominee. As the beneficial owner, you have the right to direct your brokerstockbroker, bank, or other nominee how to vote and you are also invited to attend the annual meeting so long as you bringAnnual Meeting via the internet and vote during the meeting. Beneficial owners who do not have a copycontrol number may gain access to the Annual Meeting by logging into their brokerage firm’s website. Instructions should be provided on the voting instruction card provided by your stockbroker, bank, or another nominee.
How do I vote?
Shareholders at the close of a brokerage statement reflecting your ownership as ofbusiness on April 14, 2022, can vote at the record date. However, since you are notAnnual Meeting via proxy in the stockholder of record, you may not vote thesemanner described herein.
Any shareholder who holds shares in person at“street name” through a broker, bank or other nominee should receive separate instructions from the meeting unlessfirm holding his or her shares describing the procedure for voting those shares. You should follow the voting instructions provided by your broker, bank or other nominee when voting your shares. You may complete and mail a voting instruction card to your broker, bank, or another nominee or, in most cases, submit voting instructions by telephone or the internet to your broker or nominee. If you obtain
Shareholders of record may vote in the rightfollowing ways:
• | Vote by Internet: www.proxyvote.com |
Use the internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m., Eastern Daylight-Saving Time, on Thursday, June 9, 2022. Have the 16-digit control number included in our Notice or your proxy card in hand when you access the above website and follow the instructions to obtain your records and to create an electronic voting instruction form. |
• | Vote by Telephone: 1-800-690-6903 |
If you received paper copies of the proxy materials, use any touch-tone telephone to transmit your voting instruction. Vote by 11:59 p.m., Eastern Daylight Savings Time, on Thursday, June 9, 2022. Have your proxy card in hand when you call and follow the instruction. |
Vote by Mail.
If you received paper copies of the proxy materials, please mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
Vote During the Annual Meeting.
You can vote your shares during the Annual Meeting at www.virtualshareholdermeeting.com/DYAI2022. To participate in the Annual Meeting, you will need the 16-digit control number included in your Notice or on your proxy card. |
You need only vote in one way (so that, if you vote by internet or telephone, you need not return the shares. Your broker or nominee has enclosed or provided a voting instruction card forproxy card).
If you to use to direct your broker or nomineehave any questions about how to vote these shares.
Can I submit questions at the annualAnnual Meeting?
Yes. During the live virtual meeting, a quorum will be present at the annual meeting. Shares held by persons attending the annual meeting but not voting, and shares represented in person or by proxy and for which the holder has abstained from voting, will be counted as present at the annual meeting for purposes of determining the presence or absence of a quorum.
Can I change my vote after I return my proxy card?
Yes. Even afterIf you have submittedvoted by mail, you may revoke your proxy card,at any time before it is exercised by executing and delivering a timely and valid later-dated proxy, by voting by ballot at the Annual Meeting or by giving written notice to the Secretary. If you voted via the internet or by phone, you may change your vote with a timely and valid later internet or telephone vote, or by voting by ballot at any timethe Annual Meeting. Attendance at the Annual Meeting will not have the effect of revoking a proxy unless (1) you give proper written notice of revocation to the Secretary before the proxy is exercised, or (2) you vote by filing with our Secretary either a notice of revocation or a duly executed proxy card bearing a later date. In such event, the later submitted vote will be recorded and the earlier vote revoked. The powers of the proxy holders will be suspended if you are a holder of record and attend the meeting in person and so request, although attendanceballot at the meeting will not by itself revoke a previously granted proxy.
If your shares are held in “streetstreet name,” you should contact the institution that holds your shares to change your vote.
Is my vote confidential?
Yes. All votes remain confidential unless you provide otherwise.
How are votes counted?
Before the Annual Meeting, our Board will appoint one or more inspectors of election for the Annual Meeting. The inspector(s) will determine the number of shares represented at the Annual Meeting, the existence of a quorum and the validity and effect of proxies. The inspector(s) will also receive, count, and tabulate ballots and votes and determine the results of the voting on each matter that comes before the Annual Meeting.
Abstentions and votes withheld, and shares represented by proxies reflecting abstentions or votes withheld, will be treated as present for purposes of determining the existence of a quorum at the Annual Meeting. They will not be considered as votes for or against any matter for which the shareholder has indicated their intention to abstain or withhold their vote. Broker or nominee non-votes, which occur when shares held in street name by brokers or nominees who indicate that they do not have discretionary authority to vote on a particular matter, will not be considered as votes for or against that particular matter. Broker and nominee non-votes will be treated as present for purposes of determining the existence of a quorum and may be entitled to vote on certain matters at the Annual Meeting.
What percentage of our outstanding common stock do our directors and executive officers own?
As of April 14, 2022, our directors and executive officers owned, or have the right to acquire within 60 days through the exercise of options, approximately 27.0% of our outstanding common stock. See the discussion under the heading “Security Ownership of Certain Beneficial Owners and Managements” below for more details.
Who was our independent public accountant for the year ended December 31, 2021? Will they be represented at the Annual Meeting?
Mayer Hoffman McCann P.C is the independent registered public accounting firm that audited our financial statements for the year ended December 31, 2021. We expect a representative of Mayer Hoffman McCann P.C. to be virtually present at the Annual Meeting. The representative will have an opportunity to make a statement and will be available to answer your questions.
What are the board’sBoard’s recommendations?
The boardBoard recommends a vote “FOR”:FOR:
The nominees for Class III directors;
• |
The proposal to ratify the appointment of |
The compensation of the Company’s Named Executive Officers.
Unless you give other instructions on your proxy card, the personsperson named as proxiesa proxy on the proxy card will vote “FOR” each ofFOR the nominees for Class II directors and the other proposals.
We do not expect that any other matters will be brought before the annual meeting.Annual Meeting. If, however, other matters are properly presented, the persons named as proxies will vote the shares represented by properly executed proxies in accordance with their judgment with respect to those matters, including any proposal to adjourn or postpone the annual meeting.Annual Meeting. No proxy that is voted against all of the proposals will be voted in favor of any adjournment or postponement of the annual meetingAnnual Meeting for the purpose of soliciting additional proxies.
What constitutes a quorum?
If a majority of the shares of our common stock outstanding on the record date is represented either in person or by proxy at the Annual Meeting, a quorum will be present at the Annual Meeting. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of quorum at the Annual Meeting. Shares held by persons attending the Annual Meeting but not voting, and shares represented in person or by proxy and for which the holder has abstained from voting, will be counted as present at the Annual Meeting for purposes of determining the presence or absence of a quorum.
Applicable stock exchange rules determine whether a proposal presented at a shareholder meeting is routine or non-routine. If a proposal is routine, a broker or other entity holding shares for an owner in street name may vote on the proposal without receiving voting instructions from the beneficial owner. If a proposal is non-routine, the broker or other entity may vote on the proposal only if the beneficial owner has provided voting instructions. A broker non-vote occurs when a broker or other entity is unable to vote on a particular proposal and the broker or other entity has not received voting instructions from the beneficial owner. Therefore, if you do not give your broker or other entity specific instructions, your shares will not be voted on non-routine matters. However, the broker non-votes will be counted as present at the Annual Meeting for purposes of determining whether a quorum exists. The election of directors is considered a non-routine proposal. The proposal to ratify the appointment of MHM to serve as our independent auditor is considered a routine proposal.
What vote is required to approve the proposal?
Proposal 1: Election of Class II Directors
Proposal 2: ApprovalRatification of Amended and Restated 2001 Equity Compensation Plan. Appointment of MHM as our Independent Registered Public Accounting Firm. The affirmative vote of the holders of a majority of all shares casting votes, either in person or by proxy, at the annual meetingAnnual Meeting is required to approveratify the Amended and Restated 2001 Equity Compensation Plan effectiveappointment of MHM as our independent registered public accounting firm for the fiscal year ending December 31, 2022. We are not required to submit this matter to a vote of January 1, 2005. This approvalshareholders for ratification; however, our Board is required (i)doing so, based upon the recommendation of its audit committee, as a matter of good corporate practice. You may vote for, purposes of complianceagainst, or abstain with certain exclusions fromrespect to the limitations of Section 162(m)ratification of the Internal Revenue Codeappointment of 1986,MHM as amended, and (ii) by the applicable rules of the American Stock Exchange.our independent registered public accounting firm. A properly executed proxy marked “abstain”abstain with respect to this proposal will not be voted for or against the proposal, although it will be counted for purposes of determining whether there is a quorum. Abstentions andBrokers have discretion to vote shares with respect to this proposal unless a shareholder directs their broker otherwise. However, in the event of a broker non-vote, such broker non-votes will have the same effectnot be considered as a votevotes cast for or against this proposal.
.
Proposal 3: Advisory Vote to approve Named Executive Officers Compensation. The votes that shareholders cast “for” must exceed the votes that shareholders cast “against” to approve, on an advisory basis, the compensation of our Named Executive Officers. You may vote for, against, or abstain with certain exclusions from the limitations of Section 162(m)respect to approval of the Internal Revenue Code of 1986, as amended, (ii) for purposes of compliance with the requirements of incentive stock options under Section 422compensation of the Internal Revenue Code, and (iii) by the applicable rules of the American Stock Exchange.Company’s Named Executive Officers. A properly executed proxy marked “abstain”abstain with respect to this proposal will not be voted for or against the proposal, although it will be counted for purposes of determining whether there is a quorum. Abstentions and brokerBroker non-votes will have the same effect as a vote against this proposal.
Other Items.
In the event other items are properly brought before theBecause your votes are advisory on Proposal 3, they will havenot be binding on the effect of a negative vote.
Who pays for the preparation of the proxy and soliciting proxies?
We will pay the cost of preparing, assembling and mailing the proxy statement and the accompanying noticeNotice of annual meeting,Annual Meeting and proxy card and annual report to stockholders.card. In addition to the use of mail, our directors, officers, and employees may solicit proxies by telephone or other electronic means or in person. These persons will not receive additional compensation for soliciting proxies. Arrangements also will be made with brokerage houses and other custodians, nominees, and fiduciaries for the forwarding of solicitation materials to the beneficial owners of stock held of record by these persons, and we will reimburse them for reasonable out-of-pocket expenses.
What should I have received to enable me to vote?
We are furnishing proxy materials to thisour shareholders primarily via the internet under the SEC’s “Notice and Access” rules. On or about April 26, 2022, we expect to mail to our shareholders a Notice of Internet Availability (the “Notice”) containing instructions on how to access our proxy statement,materials, including our Proxy Statement and Annual Report on Form 10-K. The Notice also will instruct you should have receivedon how to access and submit your proxy through the accompanying noticeinternet.
We are providing internet distribution of annual meeting, aour proxy card,materials to expedite receipt by shareholders, reduce costs and our 2005 annual reportconserve paper. However, if you would like to stockholders. The mailing date of thesereceive printed proxy materials, isplease follow the instructions on or about May 5, 2006.
How can I obtain additional copies?
The Notice of Meeting, Proxy Statement and our Annual Report on Form 10-K are available online at https://dyadic-international-inc.ir.rdgfilings.com/all-sec-filings/ and may be accessed at https://materials.proxyvote.com/26745T.
For additional copies of any of this proxy statement and the enclosed proxy card, and annual report to stockholders, you shouldplease contact either our corporate office at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477, Attention: Alexander (Sasha) Bondar,Heidi Zosiak, telephone: (561)743-8333 or Continental Stock Transfer & Trust Company, 17 Battery Place, New York,Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 10004,11717, telephone: (212) 509-4000.(631) 257-4339.
SECURITYSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS DIRECTORS
The following table below sets forth certain information regarding the beneficial ownership of our common stock as of April 26, 2006,14, 2022 (except as noted below), by:
each person known by us to be the following individuals or groups:beneficial owner of more than 5% of the outstanding shares of our common stock;
each of our directors, named executive officers; and
all our directors and executive officers as a group.
The amounts and percentages of common stock beneficially owned are reported based on regulations of the SEC governing the determination of beneficial ownership is determined in accordance withof securities. Under the rules of the Securities and Exchange Commission (“SEC”) and generallySEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of a security, or investment power, with respectwhich includes the power to securities. Sharesdispose of our common stockor to direct the disposition of a security. A person is also deemed to be a beneficial owner of any securities of which that are subjectperson has a right to our options, warrants and convertible notes that are presently exercisable or exercisableacquire beneficial ownership within 60sixty (60) days of April 26, 200614, 2022. Securities that can be so acquired are deemed to be outstanding and beneficially owned by the person holding any of such convertible securities for the purposepurposes of computing thesuch person’s ownership percentage, of ownership of that person, but are not treated as outstanding for the purposepurposes of computing the percentage of any other person.
As of April 14, 2022, the Company has shares of common stock beneficially owned by them. As of April 26, 2006, we had outstanding 23,140,467issued and 28,264,157 shares of our common stock.
Name and Address of Beneficial Owner | Number of Shares | Percentage Ownership | |||||
Mark A. Emalfarb (1)(9)(10) | 7,098,559 | 28.9 | % | ||||
The Francisco Trust U/A/D February 28, 1996 (2) | 4,769,578 | 20.5 | % | ||||
The Pinnacle Fund, L.P. Barry M. Kitt (3) | 2,277,494 | 9.9 | % | ||||
Stephen J. Warner (4)(11) | 461,050 | 2.0 | % | ||||
Glenn E. Nedwin, Ph.D. (9) | 11,990 | * | |||||
Robert B. Shapiro (5)(9) | 34,688 | * | |||||
Richard J. Berman (5)(9) | 56,250 | * | |||||
Harry Z. Rosengart (5)(11) | 34,167 | * | |||||
Wayne Moor (5)(10) | 277,889 | 1.2 | % | ||||
Ratnesh (Ray) Chandra (6)(10) | 103,716 | * | |||||
Kent M. Sproat (7)(10) | 143,716 | * | |||||
Alexander V. Bondar (8)(10) | 73,716 | * | |||||
All directors, director nominees and executive officers as a group (10 persons) | 8,295,741 | 32.7 | % |
Number of | Percentage of | |||||||||||||||
Common | Common | |||||||||||||||
Share | Share | |||||||||||||||
Number of | Options | Equivalents | Equivalents | |||||||||||||
Common | Exercisable | Beneficially | Beneficially | |||||||||||||
Name and Address of Beneficial Owner (1) | Shares Held | within 60 Days | Owned | Owned (%) (2) | ||||||||||||
5% Shareholders: | ||||||||||||||||
Mark A. Emalfarb (3) | 4,394,015 | 770,000 | 5,164,015 | 17.8 | % | |||||||||||
The Francisco Trust U/A/D February 28, 1996 (4) | 3,548,528 | — | 3,548,528 | 12.6 | % | |||||||||||
Bandera Master Fund L.P.(5) | 1,566,908 | — | 1,566,908 | 5.5 | % | |||||||||||
Named Executive Officers and Directors: | ||||||||||||||||
Mark A. Emalfarb (3) | 4,394,015 | 770,000 | 5,164,015 | 17.8 | % | |||||||||||
Michael P. Tarnok | 188,929 | 398,125 | 587,054 | 2.0 | % | |||||||||||
Jack L. Kaye | 72,707 | 393,438 | 466,145 | 1.6 | % | |||||||||||
Seth J, Herbst, M.D. | 105,000 | 350,625 | 455,625 | 1.6 | % | |||||||||||
Arindam Bose, Ph.D. | — | 393,438 | 393,438 | 1.4 | % | |||||||||||
Barry C. Buckland, Ph.D. | — | 160,625 | 160,625 | * | ||||||||||||
Patrick Lucy | — | 35,000 | 35,000 | * | ||||||||||||
Ping Rawson | 45,500 | 448,140 | 493,640 | 1.7 | % | |||||||||||
Ronen Tchelet, Ph.D. | — | 552,500 | 552,500 | 1.9 | % | |||||||||||
Matthew Jones | — | 390,000 | 390,000 | 1.4 | % | |||||||||||
All current executive officers and directors as a group | 4,806,151 | 3,891,891 | 8,698,042 | 27.0 | % | |||||||||||
(10 persons) |
______________
Notes:
(*) Less than 1%.
(1) | Except as otherwise noted, the address for each shareholder is c/o Dyadic International, Inc., 140 Intracoastal Pointe Drive, Suite 404, Jupiter, FL 33477. |
(2) | Based on 28,264,157 shares of common stock outstanding as of April 14, 2022. Shares of common stock subject to options that are currently exercisable or exercisable within 60 days are deemed outstanding for purposes of computing the percentage of the person holding such options but are not deemed outstanding for purposes of computing the percentage of any other person. |
(3) | Includes 3,548,528 shares held by Mark A. Emalfarb beneficially through the MAE Trust U/A/D October 1, 1987, of which Mr. Emalfarb is the sole beneficiary and serves as sole trustee. In addition, Mr. Emalfarb holds 770,000 shares of common stock underlying options that are presently exercisable. Based on the information available to us, the address of the MAE Trust U/A/D October 1, 1987, is 193 Spyglass Court, Jupiter, FL 33477. |
(4) | The trustee of the Francisco Trust is Adam Morgan, and the beneficiaries thereof are the spouse and descendants of Mark A. Emalfarb. The address of the Francisco Trust is 3128 San Michele Drive, Palm Beach Gardens, FL 33418. Mr. Emalfarb disclaims beneficial ownership of such shares. |
(5) | Based on a Schedule 13G filed by Bandera Partners LLC, a Delaware limited liability company (“Bandera Partners”), Gregory Bylinsky and Jefferson Gramm on February 14, 2022. Per the Schedule 13G, Bandera Partners has sole voting and dispositive power over 1,566,908 shares of common stock, and Messrs. Bylinsky and Graham each have shared voting and dispositive power over 1,566,908 shares of common stock. The address for each of Bandera Partners, Mr. Bylinsky and Mr. Gramm is 50 Broad Street, Suite 1820, New York, NY 10004. |
PROPOSAL 1
Our board is divided into three classes, each class consisting of one-third ofBoard has determined that the total number of directors constituting the entire board of directors. One class of each director is elected each year at our annual meeting of stockholders for a three-year term. The Class II directors’ terms expire at the 2006 annual meeting.
The Audit Committee will consider all the relevant facts and circumstances available to the Audit Committee, including (if applicable) but not limited to: (a) the benefits to the Company; (b) the availability of other sources for comparable products or services; (c) the terms of the transaction; and (d) the terms available to unrelated third parties or to employees generally. No member of the Audit Committee will participate in any review, consideration, or approval of any related person transaction if such member, or any of his or her immediate family members, is the related person. The Audit Committee or Audit Committee Chairman, as applicable, will convey the approval or disapproval of the transaction to the Chief Executive Officer or Secretary, who will convey the decision to the appropriate persons within the Company. The Audit Committee Chairman will report to the Audit Committee at the next Audit Committee meeting any approval under this policy made by the chairperson pursuant to delegated authority.
In the event we become aware of a related person transaction that has not been previously approved or previously ratified under this procedure, and such transaction is pending or ongoing, it will be submitted to the Audit Committee or Audit Committee Chairman, as applicable, promptly, and the board has nominated,Audit Committee or Audit Committee Chairman will consider all the relevant facts and circumstances available to the Audit Committee or Audit Committee Chairman as provided above. Based on the conclusions reached, the Audit Committee or Audit Committee Chairman, as applicable, will evaluate all options, including but not limited to, ratification, amendment, or termination of the related person transaction.
The Company entered into no such transaction during its last fiscal year or the previous fiscal year, and no such transaction is currently proposed.
CORPORATE GOVERNANCE AND RELATED MATTERS
General
The following discussion summarizes certain corporate governance matters relating to the Company, including information about director independence, Board and Committee structure, function and composition, charters, policies, and procedures. For additional information on the Company’s corporate governance, including copies of the charters approved by the Board for the Audit Committee, the Compensation Committee of the Board (“Compensation Committee”), the Nominating Committee of the Board (“Nominating Committee”), the Sciences and Technology Committee of the Board (“Science and Technology Committee”), and the Company’s Code of Conduct and Ethics, please visit the “Investors” section of the Company’s web site at https://dyadic-international-inc.ir.rdgfilings.com/ under Corporate Governance.
Board of Directors and Committees
Board of Directors and Leadership Structure
The Board is responsible for directing and overseeing the business and affairs of the Company. The Board represents the Company’s shareholders, and its primary purpose is to build long-term shareholder value. The Board meets on a regularly scheduled basis during the year to review significant developments affecting the Company and to act on matters that, in accordance with good corporate governance, require Board approval. It also holds annual meetings and acts by unanimous written consent when an important matter requires Board action between scheduled meetings. The Board held nine (9) meetings during 2021 and each of Stephen J. Warner and Harry Z. Rosengart to stand for re-election as a Class II director, each for a three-year term expiring in 2009.
We have a classified Board currently fixed at the annual meeting by the holders of shares of our common stock entitled to vote at the annual meeting is required for the election of these nomineesseven members. The Board has four committees: Audit Committee, Compensation Committee, Nominating Committee, and Science and Technology Committee. Currently, Mr. Michael Tarnok serves as Class II directors.
We separate the roles of Merrill Lynch & Co. Inc. in New York and served as its PresidentChairman of the Board and Chief Executive Officer from 1981Officer. We believe that having an independent Chairman promotes a greater role for the independent directors in the oversight of the Company, including oversight of material risks facing the Company, encourages active participation by the independent directors in the work of our Board, enhances our Board’s role of representing shareholders’ interests and improves our Board’s ability to 1990. Under his leadership, Merrill Lynch Venture Capital managed over $250 millionsupervise and made over 50 venture capital investments. In 1999, Mr. Warner co-founded, and became Chairman and CEO, of Crossbow Ventures Inc., a private equity fund that invests in early and expansion stage technology companies primarily located in Florida and the Southeast, with over 20 venture capital investments in Florida. Mr. Warner earned a B.S. degree from the Massachusetts Institute of Technology and an MBA from the Wharton School of Business, University of Pennsylvania.
Name | Age | Class | Term Expiring |
Richard J. Berman | 63 | I | 2008 |
Robert B. Shapiro | 67 | I | 2008 |
Mark A. Emalfarb | 51 | III | 2007 |
Glenn E. Nedwin, Ph.D. | 50 | III | 2007 |
The Board’s Role in Risk Oversight
Our Board, as a whole and at the committee level, has beenan active role in overseeing management of the President, Chief Executive OfficerCompany’s risks. The Board regularly reviews information regarding the Company’s business and Chairmanoperations, including with respect to liquidity, financial reporting, governance and compliance, information technology and data security, as well as the risks associated with these activities. Management actively assesses the impact of COVID-19 on the Company and reports to the Board on an as-needed basis.
Independence of Directors
In evaluating the independence of its members and the composition of the committees of the Board, the Board utilizes the definition of Directorsindependence as that term is defined under the published listing requirements of our wholly-owned subsidiary Dyadic International (USA), Inc.,NASDAQ. The NASDAQ independence definition includes a Florida corporation (“Dyadic-Florida”), since its inception. Since founding Dyadic-Floridaseries of objective tests. For example, an independent director may not be employed by us and may not engage in 1979, Mr. Emalfarbcertain types of business dealings with the Company. In addition, as further required by NASDAQ rules, the Board has successfully led and managedmade a subjective determination as to each independent director that no relation exists which, in the evolution of Dyadic-Florida—from its origins as a pioneer and leader in providing ingredients used in stone-washing of blue jeans—to the discovery, development, manufacturing and commercialization of specialty enzymes used in various
Committees of the Board
The boardBoard has established an Audit Committee, a Compensation Committee, a Nominating Committee and a Science and Technology Committee to devote attention to specific subjects and to assist the Board in the discharge of directors held eleven (11) meetings during 2005,its responsibilities. The following table provides membership and meeting information for each of the directors attended at least seventy-five percent (75%) of the total number of meetings of the board of directors and committee (if any) on which he served. The board of directors has a standing audit committee, compensation committee and nominating committee. Each of the committees has a written charter which can be found on our website at
Name | Audit | Compensation | Nominating | Science and Technology | ||||||||
Michael P. Tarnok | X | X* | X | — | ||||||||
Seth J. Herbst, M.D. | — | X | X* | X | ||||||||
Arindam Bose, Ph.D. | X | — | — | X* | ||||||||
Jack L. Kaye | X* | X | — | — | ||||||||
Barry C. Buckland, Ph.D. | — | — | X | X | ||||||||
Patrick Lucy | — | — | — | X | ||||||||
Mark A. Emalfarb | — | — | — | X |
* Committee Chairman
Audit Committee.
TheThe SEC and NASDAQ have established rules and regulations regarding the composition of audit committees and the qualifications of audit committee members. Our Board has examined the composition of our Audit Committee and the qualification of our Audit Committee members in considering the current rules and regulations governing audit committees. Based upon this examination, our Board has determined that each member of our Audit Committee is independent and is otherwise qualified to be a member of our Audit Committee in accordance with the rules of the SEC and NASDAQ.
Additionally, the SEC requires that at least one member of the audit committee have a heightened level of financial and accounting sophistication. Such a person is known as the “audit committee financial expert” under the SEC’s rules. Our Board has responsibilities and authority necessary to comply with Rule 10A-3(b) (2)determined that Mr. Kaye is an “audit committee financial expert”, (3), (4), and as defined in Item 407(d)(5) of Regulation S-K and is an independent member of our Board and our Audit Committee. Please see Mr. Kaye’s biography included in this proxy statement for a description of his relevant experience.
Compensation Committee. The Compensation Committee held three (3) meetings during the Exchange Act, concerningyear ended December 31, 2021. The duties and responsibilities of the Compensation Committee are set forth in the Charter of the Compensation Committee. A copy of the Charter of the Compensation Committee is available on our website, located at www.dyadic.com. As discussed in its charter, among other things, the duties and responsibilities relating to: (a) registered public accounting, (b) complaintsof the Compensation Committee include evaluating the performance of the Chief Executive Officer, Chief Financial Officer, and other key personnel of the Company, including, but not limited to, our incentive and equity-based plans. The Compensation Committee evaluates the performance of the Chief Executive Officer, Chief Financial Officer, and other key personnel of the Company on an annual basis and reviews and approves on an annual basis all compensation programs and awards relating to accounting, internal accounting controls or auditing matters, (c) authoritysuch officers and key personnel. From time to engage advisorstime, the Company engages compensation consultants to evaluate compensation of all Company officers and (d) funding. These andBoard members. The Compensation Committee then uses discretion in applying these ranges to the individual executive compensation packages to ensure compliance with the Company’s compensation philosophy. The Chief Executive Officer makes recommendations to the Compensation Committee with respect to the compensation packages for officers other
Nominating Committee.
The nominating committeeNominating Committee does not currently have any formal minimum qualification requirements that must be met by a nominee to serve as a member of the board of directors.Board. The nominating committeeNominating Committee will take into accountconsider all factors they considerit considers appropriate, which may include experience, accomplishments, education, understanding of the business and the industries in which we operate, specific skills, general business acumen and the highest personal and professional integrity.
The Nominating Committee currently has no fixed process for identifying new nominees for election as a director, thereby retaining the flexibility to adapt its process to the circumstances. The nominating committeeNominating Committee has the ability, if it deems it necessary or appropriate, to retain the services of an independent search firm to identify new director candidates. The nominating committeeNominating Committee has determined that it will give consideration toconsider any potential candidate proposed by a member of our boardBoard or senior management. Any director candidate so proposed will be personally interviewed by at least one member of the nominating committeeNominating Committee and our chief executive officerChief Executive Officer and their assessment of his or her qualifications will be provided to the full nominating committee. For this annual stockholders’ meeting, the nominating committee received no proposals for new director candidates, and considered only and nominated the incumbent Class II directors to serve as nominees for re-election.
Our policy and procedures regarding director candidates recommended by stockholdershareholders are contained in the nominating committee’sNominating Committee’s charter. The nominating committeeNominating Committee may consider for inclusion in its nominations for new directors any candidates recommended by stockholders,shareholders, but must consider any candidate for director recommended by (i) any stockholdershareholder beneficially owning more than 5% of our outstanding common stock for at least one year as of the date the recommendation was made or (ii) a group of stockholdersshareholders that beneficially owned, in the aggregate, more than 5% of our outstanding common stock, with each of the shares used to calculate that ownership held for at least one year as of the date the recommendation was made. The nominating committeeNominating Committee will consider the candidate based on the same criteria established for selection of director nominees generally. The nominating committeeNominating Committee reserves the right to reject any candidate in its discretion, including, without limitation, rejection of a candidate who has a special interest agenda other than the best interests of usthe Company and our stockholders,the shareholders, generally. Any stockholdershareholder who wishes to recommend for the nominating committee’sNominating Committee’s consideration a director candidate should followabide by the following procedures:
Submit the following written information about the candidate by mail to the Nominating Committee, c/o Dyadic International, Inc., 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477, Attention: Chair of Nominating Committee, the name, mailing address, telephone number, e-mail address, resume, business history, listing of other past and present directorships and director committees, any biotech industry experience and other relevant information;
Explain in the submission why the shareholder believes the candidate would be an appropriate member of our Board and the benefits and attributes that the candidate will provide to us in serving as a director;
Provide evidence of the submitting party’s requisite ownership of our common stock along with the recommendation; and
Indicate whether we may identify the shareholder in any public disclosures that we make regarding the consideration |
For a director candidate to be considered by the nominating committeeNominating Committee for nomination at the 2007 annual meeting of stockholders,Annual Meeting, the submission must behave been received by us no later than December 28, 2006.than March 13, 2022. No such submission was received.
Science and Technology Committee. The Science and Technology Committee heCompensationld five (5) meetings during the year ended December 31, 2021. The duties and responsibilities of Directors
1) | Review, evaluate and report to the Board regarding the performance of the Vice-President, Research and Development (and his or her team), the contract research organizations being considered or working on behalf of the Company in achieving the strategic goals and objectives and the quality and direction of the Company’s biopharmaceutical research and development programs. |
2) | Identify and discuss significant emerging science and technology issues and trends. |
3) | Review the Company’s approaches to acquiring and maintaining a range of distinct technology positions (including but not limited to contracts, grants, collaborative efforts, alliances, and capital investments). |
4) | Evaluate the soundness/risks associated with the technologies in which the Company is investing its research and development efforts. |
5) | Periodically review the Company’s overall patent strategies. |
Shareholder Communications
Our Board believes that it is important for our shareholders to have a process to send communications to the Board. Accordingly, shareholders desiring to send a communication to the Board, or to a specific director, may do so by delivering a letter to the Secretary of the Company at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “shareholder-director communication.” All such letters must identify the author as the shareholder and clearly state whether the intended recipients of the letter are all the members of our Board or certain specified individual directors. The Secretary will open such communications, make copies, and then circulate them to the appropriate director or directors.
Human Capital
The Company believes that its success depends on the ability to attract, develop, retain, and incentivize our existing and new employees, consultants, and key personnel. It also believes that the skills, experience, and industry knowledge of its key personnel significantly benefits its operations and performance. The principal purposes of equity and cash incentive plans are to attract, retain and reward personnel through the granting of stock-based and cash-based compensation awards, to increase shareholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve our objectives.
Employee health and safety in the workplace is one of the Company’s core values. The COVID-19 pandemic has underscored the importance of keeping employees safe and healthy. In January 2005,response to the COVID-19 pandemic, the Company has taken actions aligned with the World Health Organization and the Centers for Disease Control and Prevention to protect the Company’s workforce so they can more safely and effectively perform their work. These actions include shutting down its headquarters for some months during 2020, wearing facemasks in common areas in the office, and allowing employees to work from home.
Employee levels are managed to align with the pace of business and management believes it has sufficient human capital, along with the third-party research organizations with who we have collaboration agreements, to operate its business successfully.
Policy Concerning Director Attendance at Annual Meetings of Shareholders
While we encourage all members of our boardBoard to attend the annual meetings of directorsour shareholders, there is no formal policy as to their attendance at such meetings. All members of the Board attended the 2021 Annual Meeting of Shareholders.
Code of Conduct and Ethics
We have adopted a director compensation policy. Directors who areCode of Conduct and Ethics, as amended, that applies to all employees, key consultants, officers, and directors of our company, including our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions. Our Code of Conduct and Ethics is available on the “Corporate Governance” page of the “Investors” section of our website at www.dyadic.com. A copy of our Code of Conduct and Ethics can also be obtained free of charge by contacting our Secretary, c/o Dyadic International, Inc, 140 Intracoastal Pointe Drive, Suite 404, Jupiter, FL 33477. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of our Code of Conduct and Ethics by posting such information on our website.
Hedging
We have not adopted any practices or policies regarding the ability of our employees (including officers) or officers of usdirectors, or any of our subsidiaries do not receive any separate compensation as a director. Non-employee directors receive $2,000 per month cash retainer, and optionstheir designees, to purchase shares of our common stock underfinancial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the Dyadic International, Inc. 2001 Equity Compensation Plan. The chairman of the audit committee receives an additional $800 per month cash retainer. All non-employee directors also are reimbursed for their reasonable travel costs related to attendance at board and/or committee meetings. Upon joining our board, a non-employee director receives options to purchase 30,000 shares of our common stock at an exercise price equal to the fair market value of the stock on the date of grant. Upon joining our board, the lead director receives options to purchase 50,000 shares our common stock at an exercise price equal to the fair market value of the stock on the date of grant. In all cases, 25% of these options vest upon grant, while the remaining portion vest in equal installments over a four-year period subject to the director’s continued service. The options generally expire five years from the date of grant or earlier in the event service as a director ceases. At the beginning of each year, non-employee directors will receive additional options to purchase 25,000 shares of our common stock, or a pro rata portion based on the number of months that the director served on the board during the preceding year, subject to the same vesting provisions and other conditions as described above. On February 10, 2006, non-employee directors Messrs. Berman, Rosengart, Shapiro and Warner received option grants of 25,000, 16,667, 18,750 and 25,000, respectively, at an exercise price of $2.36 per share.
Compensation of directors (and the board has approved) that the audited financial statements for 2005 be included in our annual report on Form 10-KSB for the year ended December 31, 2005, as filed with the Securities and Exchange Commission.
The following table sets forth the total compensation earned, accruedfor our non-employee directors for the year ended December 31, 2021:
Nonqualified | ||||||||||||||||||||||||||||
Fees earned | Options | Non-equity | deferred | All other | ||||||||||||||||||||||||
or paid in | Stock awards | awards | incentive plan compensation | compensation | compensation | |||||||||||||||||||||||
Name (4) | cash (1) | ($) | ($) (1)(2)(3) | ($) | earnings ($) | ($) | Total ($) | |||||||||||||||||||||
Michael P. Tarnok | $ | 75,000 | $ | — | $ | 131,023 | $ | — | $ | — | $ | — | $ | 206,023 | ||||||||||||||
Jack L. Kaye | $ | 75,000 | $ | — | $ | 131,023 | $ | — | $ | — | $ | — | $ | 206,023 | ||||||||||||||
Seth J. Herbst, MD | $ | 60,000 | $ | — | $ | 87,349 | $ | — | $ | — | $ | — | $ | 147,349 | ||||||||||||||
Arindam Bose, Ph.D. | $ | 75,000 | $ | — | $ | 131,023 | $ | — | $ | — | $ | — | $ | 206,023 | ||||||||||||||
Barry C. Buckland, Ph.D. | $ | 60,000 | $ | — | $ | 87,349 | $ | — | $ | — | $ | — | $ | 147,349 | ||||||||||||||
Patrick Lucy | $ | 58,870 | $ | — | $ | 93,463 | $ | — | $ | — | $ | — | $ | 152,333 |
___________________
Notes:
(1) | Directors who are also employees or officers of the Company or any of its subsidiaries do not receive any separate compensation as a director. Non-employee directors receive an annual retainer for Board service of $60,000, paid in equal monthly installments. The annual stock option award for non-employee directors was 35,000 options per year effective 2021. In addition, a director who serves as Chairman of the Board, Chair of the Audit Committee, and Chair of the Science and Technology Committee receives an additional annual retainer of $15,000 and 17,500 options per year effective 2021. All options granted to directors will vest upon the one-year anniversary after the grant date. |
(2) | The Stock Option Awards represented the grant date fair market value of each option granted in 2021, computed in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that will be recognized by the named directors. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements. |
(3) | Options to purchase 407,500 shares (Mr. Tarnok), 407,500 shares (Mr. Kaye), 385,000 shares (Mr. Herbst), 407,500shares (Dr. Bose), 170,000 shares (Dr. Buckland) and 35,000 shares (Mr. Lucy) were outstanding at December 31, 2021. |
(4) | Mr. Lucy was appointed to the Board on January 8, 2021. |
COMPENSATION AND OTHER INFORMATION CONCERNING OFFICERS
Philosophy and Objectives
The philosophy underlying our executive compensation program is to provide an attractive, flexible, and market-based total compensation program tied to performance and aligned with the interests of our shareholders. Our objective is to recruit and retain the caliber of executive officers and other key employees necessary to deliver sustained high performance to our shareholders, customers, and communities where we have a strong presence. Our executive compensation program is an important component of these overall human resources policies. Equally important, we view compensation practices as a means for communicating our goals and standards of conduct and performance and for motivating and rewarding employees in relation to their achievements. The organization’s executive compensation program is designed to:
Encourage the attraction and retention of high-caliber executives.
Provide a competitive total compensation package, including benefits.
Reinforce the goals of the organization by supporting teamwork and collaboration.
Ensure that pay is perceived to be fair and equitable.
Be flexible to potentially reward individual accomplishments as well as organizational success.
Ensure that the program is easy to explain, understand, and administer.
Balance the needs of both the Company and employees to be competitive with the limits of available financial resources.
Ensure that the program complies with state and federal legislation.
From time to time, the Company will consult with a compensation specialist to determine whether its overall compensation practices and policies are appropriate for the specific market conditions for the Company and the industries in which it operates.
Executive Officers
Name | Age | Current Position(s) |
Mark A. Emalfarb | 67 | President, Chief Executive Officer, Director |
Ping Rawson | 46 | Chief Financial Officer |
Joseph Hazelton (1) | 46 | Chief Business Officer |
Ronen Tchelet, Ph.D. | 64 | Vice President of Research and Business Development |
Matthew Jones (2) | 44 | Managing Director of Business Development and Licensing |
_________________
Notes:
(1) The Company appointed Mr. Hazelton as its Chief Business Officer, effective November 9, 2021.
(2) Mr. Jones will cease providing services to the Company effective July 21, 2022.
Mark A. Emalfarb, President, Chief Executive Officer and eachDirector
Mark A. Emalfarb is the founder of our four most highly compensated executive officers who served in such capacities as of December 31, 2005, collectively referred to belowDyadic, and throughout this proxy statementcurrently serves as the “named executive officers,”Chief Executive Officer and a member of the Board of Directors of the Company. He has been a member of Dyadic’s board of directors and has previously served as its Chairman from October 2004 until April 2007 and from June 2008 until January 2015. Since founding the predecessor to Dyadic in 1979, Mr. Emalfarb has served as a Director, President and Chief Executive Officer for substantially all of that time and has successfully led and managed the evolution of Dyadic from its origins as a pioneer and leader in providing ingredients used in the stone-washing of blue jeans to the discovery, development, manufacturing and commercialization of specialty enzymes used in various industrial applications and the development of an integrated technology platform based on Dyadic’s patented and proprietary C1 fungal microorganism. Mr. Emalfarb is an inventor of over 25 U.S. and foreign biotechnology patents and patent applications resulting from discoveries related to the patented and proprietary C1 fungus and has been the architect behind its formation of several strategic research and development, manufacturing and marketing relationships with U.S. and international partners. Mr. Emalfarb earned his B.A. degree from the University of Iowa in 1977.
Ping Rawson, MBA, Chief Financial Officer
Ping Rawson has been our Chief Financial Officer since June 2019, and she previously served as the Company's Chief Accounting Officer and Director of Financial Reporting. She is currently responsible for all aspects of the Company's finance, tax and treasury. Prior to joining Dyadic in June 2016, Ms. Rawson served as a technical accounting management position for ADT security services, where she led accounting and financial reporting workstream for acquisition, integration and restructuring. Prior to that, Ms. Rawson was an accounting research principal for NextEra Energy, Inc. (Florida Power & Light Company), where she was responsible for accounting research and new standards implementation. Previously, Ms. Rawson was a manager at Deloitte in New York City, where she was a subject matter specialist for derivatives, financial instruments and valuation, providing audit, SEC reporting, and capital markets consulting services to large banking and multinational public companies. Ms. Rawson holds both a M.B.A. in Finance, and a M.S. in Accounting from the State University of New York at Buffalo, and a B.S. in Economics from Guangdong University of Foreign Studies.
Joseph Hazelton, Chief Business Officer
Joseph Hazelton joined the Company in November 2021, as its Chief Business Officer. Mr. Hazelton brings over 20 years of pharmaceutical industry experience to Dyadic in key growth areas of product and business development, licensing, and commercialization. He joins Dyadic from Charleston Laboratories, Inc. ("Charleston”), where he has served as Chief Operating Officer and Chief Commercial Officer, responsible for the strategic management of Charleston’s product and portfolio management, alliance management, regulatory oversight, and global commercialization activities. Prior to Charleston, Mr. Hazelton began his career at Novartis Pharmaceuticals Corporation ("Novartis”), where over 15 years, ended December 31,he ascended to roles of increasing responsibility based on his leadership, innovation, and results. While at Novartis, Mr. Hazelton held leadership positions within the core functions of sales, marketing, market access, pricing, contracting, and strategic alliances for various retail and specialty pharmaceuticals across a broad spectrum of therapeutic areas and several blockbuster products. Neither Charleston nor Novartis is a parent, subsidiary or other affiliate of Dyadic. Mr. Hazelton earned his B.A. from the College of the Holy Cross in Worcester, MA.
Ronen Tchelet, Ph.D., Vice President of Research and Business Development
Ronen Tchelet, Ph.D. joined Dyadic in May 2014, and has been our Vice President of Research and Business Development since January 2016. Since joining Dyadic, Dr. Tchelet has been a key contributor to Dyadic’s transformation into a pharmaceutical biotech company. Prior to joining Dyadic, Dr. Tchelet was the founder and Managing Director of Codexis Laboratories Hungary kft. ("CLH”) and a Vice President of Codexis Inc. from 2007 through 2014. While at CLH, Dr. Tchelet established a state-of-the-art laboratory for strain engineering and all aspects of fermentation including process optimization and scale up. During this time period, Dr. Tchelet also led a collaboration that successfully developed C1 technology for the Biofuel and the Bio-Industrial enzymes applications. Dr. Tchelet’s experience in the pharmaceutical industry includes prior employment at TEVA Pharmaceutical Industries LTD ("TEVA”), API Division during the late 2000’s to 2006. While at TEVA, he served as a Chief Technology Officer of Biotechnology and head of TEVA’s Biotechnology Research and Development fermentation plant in Hungary. Also, during the period of 2000 through 2005, 2004Dr. Tchelet was the Director of Quality Assurance for TEVA’s flag ship innovative drug, COPAXONE®. Throughout his career, Dr. Tchelet has led several Biotechnology projects that have encompassed all aspects of research and 2003.development, operations management, and manufacturing of API’s and biologics. Dr. Tchelet received his Ph.D. in Molecular Microbiology and Biotechnology from Tel Aviv University in 1993 and did his postdoctoral work as an EERO fellow at the Institute of Environmental Science and Technology (EAWAG) in Switzerland.
Matthew Jones, Managing Director of Business Development and Licensing
Matthew Jones joined Dyadic in May 2016 and until July 21, 2022 will serve as our Managing Director of Business Development and Licensing to lead Dyadic’s strategic partnerships, licensing and commercial opportunities within and across the biopharmaceutical industry. A veteran of the life sciences industry with two decades of commercial deal making and leadership experience, Mr. Jones has developed and implemented strategies which have delivered revenue growth, organically and through acquisitions, for a diverse range of life science businesses both in Europe and the US. Prior to joining Dyadic, Mr. Jones served as Chief Commercial Officer for Concept Life Sciences from its formation until 2016. Prior to that, Mr. Jones was Vice President of Global Sales & Business Development at Lonza Biologics, where he implemented new income-generating revenue streams and captured enterprise synergies in manufacturing, research and client/vendor relationships. From 2009 to 2012, Mr. Jones served as Executive Vice President of Business Development & Marketing at Ricerca Biosciences LLC, responsible for strategic partnerships, royalty and asset license optimization and marketing effectiveness and where Mr. Jones supported the Bain Ventures trade sale of the business toward WiL research. From 2003 to 2009, Mr. Jones was Senior Vice President of Business Development at MDS Pharma Services Inc., where he was responsible for global biopharmaceutical and clinical commercial growth strategies. Earlier in his career, Mr. Jones also held senior level leadership roles within the biopharmaceutical industry with Alkermes, Inc. and GlaxoSmithKline plc. Mr. Jones is a graduate of Warwick University and London Business School.
Summary Compensation Table
Annual Compensation (1) | Long-Term Compensation Awards | ||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Restricted Stock Awards | Securities Underlying Option Awards |
Mark A. Emalfarb(2) Chairman, President and Chief Executive Officer | 2005 | 300,000 | - | - | - |
2004 | 300,000 | 75,000 | - | - | |
2003 | 300,000 | 35,970 | - | - | |
Wayne Moor(3) Chief Financial Officer and Vice President | 2005 | 207,120 | - | - | 307,889 |
Ratnesh (Ray) Chandra (4) Senior Vice President, Marketing - Biotechnology Systems | 2005 | 165,517 | - | - | 30,000 |
2004 | 149,856 | 30,000 | - | 60,000 | |
2003 | 144,004 | 23,250 | - | 15,000 | |
Kent M. Sproat (5) Executive Vice President, Enzyme Business | 2005 | 179,154 | - | - | 30,000 |
2004 | 145,206 | 30,000 | - | 80,000 | |
2003 | 139,505 | 23,250 | - | 10,000 | |
Alexander (Sasha) Bondar (6) Vice President, Strategy & Corporate Development | 2005 | 139,755 | - | - | 20,000 |
2004 | 138,105 | 25,000 | - | 45,000 | |
2003 | 74,157 | 23,250 | - | 25,000 |
The following table summarizes the compensation paid or accrued to our “named executive officers” (as defined by the SEC’s disclosure requirements) during the fiscal years Table of Contents2021
Salary | Bonus | Stock Awards | Option Awards | Nonequity incentive plan compensation | Nonqualified deferred compensation earnings | All other payments | |||||||||||||||||||||||||||
Name and Principal Position | Year | ($) | ($)(1) | ($) | ($)(2)(3) | ($) | ($) | ($) (4) | Total ($) | ||||||||||||||||||||||||
Mark A. Emalfarb (*) | 2021 | $ | 525,000 | $ | 210,000 | $ | — | $ | 531,168 | $ | — | $ | — | $ | 24,491 | $ | 1,290,659 | ||||||||||||||||
President, CEO and Director | 2020 | $ | 500,000 | $ | 200,000 | $ | — | $ | 657,342 | $ | — | $ | — | $ | 24,291 | $ | 1,381,633 | ||||||||||||||||
Ping Rawson | 2021 | $ | 238,703 | $ | 59,676 | $ | — | $ | 199,188 | $ | — | $ | — | $ | 11,600 | $ | 509,167 | ||||||||||||||||
Chief Financial Officer | 2020 | $ | 231,750 | $ | 57,938 | $ | — | $ | 164,336 | $ | — | $ | — | $ | 11,400 | $ | 465,424 | ||||||||||||||||
Joseph Hazelton (5) | 2021 | $ | 34,545 | $ | 12,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 46,545 | ||||||||||||||||
Chief Business Officer | 2020 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Ronen Tchelet, Ph.D. (6) | 2021 | $ | 232,776 | $ | 22,467 | $ | — | $ | 168,458 | $ | — | $ | — | $ | — | $ | 423,701 | ||||||||||||||||
VP of Research and Business Development | 2020 | $ | 217,865 | $ | 42,052 | $ | — | $ | 154,301 | $ | — | $ | — | $ | — | $ | 414,218 | ||||||||||||||||
Matthew Jones (7) | 2021 | $ | 309,813 | $ | 23,164 | $ | — | $ | 187,175 | $ | — | $ | — | $ | — | $ | 520,152 | ||||||||||||||||
Managing Dir. of Bus. Dev and Licensing | 2020 | $ | 276,410 | $ | 88,906 | $ | — | $ | 154,301 | $ | — | $ | — | $ | — | $ | 519,617 |
___________________
Notes:
(*) Mr. Emalfarb also serves on the Board, for which he receives no direct, indirect, or incremental compensation.
(1) |
(2) | The Option Awards amount reported in this column represented stock options granted in 2021 and 2020 (including annual share-based compensation awards for all named executives), vesting upon grant, or the one or four-year anniversary in accordance with their individual employment agreement or consulting agreement. |
(3) | The Option Awards amount reported in this column represented the grant date fair market value of each option granted, computed in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that will be recognized by the named executive officers. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements. The table above does not include the |
(4) | Other payments include following: |
• | Mr. Emalfarb received $12,891 for car allowance for each of 2021 and 2020. The Company’s contribution to the |
Name | Number of Securities Underlying Options Granted (#) | % of Total Options Granted to Employees in Fiscal Year | Exercise or Base Price ($/SH) | Expiration Date |
Mark A. Emalfarb | - | - | - | - |
Wayne Moor | 277,889 | 28% | 3.68 | 01/31/10 |
Ratnesh (Ray) Chandra | 50,000 | 5% | 3.025 | 03/30/10 |
Kent M. Sproat | 70,000 | 7% | 3.025 | 03/30/10 |
Alexander (Sasha) Bondar | 35,000 | 4% | 3.025 | 03/30/10 |
• | Ms. Rawson received $11,600 and $11,400 for the Company’s contribution to the 401(k) retirement plan in 2021 and 2020, respectively. |
(5) | The Company appointed Mr. Hazelton as its Chief Business Officer, effective November 9, 2021. | |
(6) | The amounts represent the compensation for services of Mr. Tchelet for the year ended December 31, 2021, and 2020, in accordance with the Sky Blue Biotech Agreement indicated below. |
(7) | The amounts represent the compensation for services of Mr. Jones for the year ended December 31, | |||
Base Salary and Bonus. The Emalfarb Agreement provided for an annual base salary of $375,000, which was increased to $405,000 in January 2019, to $475,000 in June 2019, to $500,000 in January 2021, and to $525,000 in January 2022. The Emalfarb Agreement also provided for an annual bonus award, with the timing and amount of any such bonus determined in the sole discretion of the Compensation Plan isCommittee of the Board, which determined to retainaward Mr. Emalfarb a cash bonus of $200,000 for 2020 and attract key management, employees, nonemployee directors and consultants by providing those persons with a proprietary interest in us. 2021.
Performance Stock Options. The compensation committee administersEmalfarb Agreement provided Mr. Emalfarb the Equity Compensation Plan and may grantopportunity to be awarded annual stock options, which may beoption grants, each such annual option incentive stock options or nonqualified stock options that do not comply with Section 422 of the Internal Revenue Code, stock awards and performance unitsoption grant will be to eligible persons with such terms and conditions as are determined by the committee. The committee may grant one or more types of awards in any combinationpurchase up to an eligible person in a particular year, subject to certain limitations. The Equity Compensation Plan was recently amended and restated by our board of directors effective as of January 1, 2005 to (a) reduce the number ofthree hundred thousand (300,000) shares of common stock reserved(the “Maximum Option Bonus”) based on performance achievements. Performance incentives will be based solely on the Compensation Committee’s evaluation of Mr. Emalfarb’s performance during that period.
For fiscal year 2021, Mr. Emalfarb was awarded a stock option grant to purchase 200,000 shares of common stock for issuance under the Plan to 4,478,475 shares from 5,152,447 shares his annual performance (granted in 2022), (b) to conform certain provisionsrepresenting 66.7% of the PlanMaximum Option Bonus. For each of fiscal years 2020 and 2019, Mr. Emalfarb was awarded 300,000 shares of common stock for his annual performance (granted in 2021 and 2020, respectively), representing 100% of the Maximum Option Bonus.
All options granted to Mr. Emalfarb for fiscal years 2021, 2020, and 2019 vest annually in equal installments over four years and have a ten-year term from the date of grant. All options granted to Mr. Emalfarb for prior fiscal years vested immediately upon grant and have a five-year term from the date of grant.
Licensing/Collaboration Transaction Stock Options. A stock option grant to purchase up to six hundred thousand (600,000) shares of common stock shall be proportionally awarded, vest and become exercisable when each of three (3) Bona Fide Licensing / Collaboration Transactions are entered into with the Company. A Bona Fide transaction is defined as a license, joint venture, or other collaboration for a specific biologic with the intent to commercialize and/or a license agreement that generates a cumulative five million dollars in non-refundable cash, or when either the vaccine or biologics pharmaceutical business categories are sold. On November 12, 2019, the Company entered an amendment (the “Amendment”) to the requirements of Section 409AEmalfarb Agreement. Pursuant to the Amendment, the stock options to be awarded to Mr. Emalfarb upon the Company entering a first or second licensing and/or collaboration transaction, as provided in the Emalfarb Agreement, shall each be awarded on the date of the Internal Revenue Coderelevant licensing and/or collaboration transaction and shall each have a fixed exercise date on the tenth anniversary of 1986,the date of grant.
Severance Terms. Mr. Emalfarb will be eligible for severance benefits comparable to other executives at his level. In addition, if Mr. Emalfarb’s employment is terminated by the Company without cause, by Mr. Emalfarb for good reason, or due to Mr. Emalfarb’s death or disability, then the Company shall fulfill its obligations as amended,for annual base salary through the effective date of termination and (c) increasehe will be entitled to receive his accrued but unpaid vacation through the maximum limitationdate thereof plus, in the sole discretion of shares thatthe Compensation Committee, the Maximum Option Bonus and performance incentive may be subjectawarded. In addition, all of Mr. Emalfarb’s unvested Stock Exchange Stock Options and Licensing/Collaboration Transaction Stock Options will vest immediately in the event milestones for which the options would have been awarded are achieved within one year from the date of termination or upon a change of control.
Change of Control. In the sole discretion of the Compensation Committee, Mr. Emalfarb may be awarded an additional bonus on or before the occurrence of a change of control.
Ping Rawson
In connection with Ping Rawson’s appointment as the Company’s Chief Financial Officer in June 2019, the Board approved her base salary at $225,000 per year, which was increased to awards granted under$231,750 in January 2020, $238,703 in January 2021, and $248,251 in January 2022, which increases were consistent with annual increases for the Planmajority of the Company’s employees. Ms. Rawson will also receive discretionary annual cash bonuses and other equity compensation as determined by the Company. Ms. Rawson will be eligible for twelve (12) months of severance benefits, if her services are no longer required due to a change of control or any one individualreason other than for anycause.
For fiscal year during2021, Ms. Rawson was awarded a stock option grant to purchase 75,000 shares of common stock for her annual performance (granted in 2022). For fiscal years 2020 and 2019, Ms. Rawson was awarded stock option grants to purchase 75,000 shares of common stock, respectively (granted in 2021 and 2020, respectively). The options vest annually in equal installments over four years after the grant date.
Joseph Hazelton
On November 9, 2021, the Company appointed Joseph Hazelton, as Chief Business Officer. On November 1, 2021, the Company entered into an employment agreement with Mr. Hazelton. Pursuant to the Agreement, Mr. Hazelton will receive an annual base salary in the amount of $240,000 and, in the discretion of the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), will be eligible to receive an annual cash bonus up to 30 percent of Mr. Hazelton's annual base salary for the calendar year. His bonus will be determined based 50 percent on results of operations and 50 percent on individual and corporate goals and objectives. Mr. Hazelton may also receive an additional discretionary bonus as and if the Company may determine from time to time.
Pursuant to the Employment Agreement, Mr. Hazelton received a stock option grant to purchase 75,000 shares of the common stock of the Company at an exercise price of $4.10. The options will vest upon the Company receiving cash from approved defined transactions which Mr. Hazelton initiated for development of the Company’s technology with the intent to commercialize and/or a license agreement that generates a cumulative $10 million in non-refundable cash within three years of November 9, 2021. In addition, Mr. Hazelton was awarded a stock option grant to purchase 12,500 shares of Common Stock for the 2021 calendar year (granted in 2022). The options vest annually in equal installments over four years after the grant date.
Ronen Tchelet, Ph.D.
We entered into a consulting agreement with Sky Blue Biotech kft, dated January 1, 2016 (the “Sky Blue Biotech Agreement”), to engage Mr. Tchelet to serve as our Vice President of Research and Business Development. The engagement term of the Plan to 1,200,000 shares from 100,000 shares. For a descriptionSky Blue Biotech Agreement is one year and will renew annually on the anniversary date of the 2001 Equity Compensation Planagreement, unless the Company or Mr. Tchelet provides notice of non-renewal any time after the one year anniversary date with not less than 90 days’ notice. Mr. Tchelet is subject to an annual performance evaluation and adjustment of his base consulting fees, in the sole discretion of the Company. Mr. Tchelet was compensated EUR €190,962 per annum in 2020 for the consulting services provided, which was increased to EUR €196,118 in January 2021, and to EUR €200,040 in January 2022, which increases were consistent with annual increases for the majority of the Company’s employees.
Mr. Tchelet is also eligible for a discretionary annual target bonus of up to 40% of his base contract amount if specific performance targets are met. For fiscal years 2021 and 2020, Mr. Tchelet was awarded a cash bonus of EUR €19,612 and EUR €34,373, respectively, for his annual performance. For fiscal year 2021, Mr. Tchelet was awarded a stock option grant to purchase 37,500 shares of common stock for his annual performance (granted in 2022). For fiscal years 2020 and 2019, Mr. Tchelet was awarded stock option grants to purchase 75,000 shares of common stock, respectively (granted in 2021 and 2020, respectively). All options granted to Mr. Tchelet vest upon the one-year anniversary and have a ten-year term from the date of grant.
During the engagement period, Mr. Tchelet shall be entitled to reimbursement of all business travel, entertainment and other business expenses reasonably incurred in the performance of his duties for the Company. Additionally, if the Company enters into a licensing agreement or research and development agreement sourced and developed by Mr. Tchelet during the engagement period, Mr. Tchelet shall receive the following: (i) a commission of up to 1% of the up-front licensing revenue and (ii) a commission of up to 2.5% of the research and development revenue. Commissions will be paid quarterly within 30 days of the Company’s receipt of payment.
Mr. Tchelet is subject to certain restrictive covenants, including Company ownership of Mr. Tchelet’s work product which shall remain the sole and exclusive property of the Company, non-disclosure for five years following the date of execution of the agreement or for three years following the termination of agreement whichever is last to occur, and non-solicitation for five years following the termination of the Sky Blue Biotech Agreement.
Matthew Jones
We entered into a consulting agreement with Novaro Ltd. dated March 31, 2017 (the “Jones Consultant Agreement”) to engage Mr. Jones as amendedour Managing Director Business Development and restatedLicensing. The engagement term of the Jones Consultant Agreement will end effective July 21, 2022. Mr. Jones is subject to an annual performance evaluation and adjustment of his base consulting fees, in the sole discretion of the Company. Mr. Jones was compensated GBP £215,923 per annum in 2020 for the consulting services provided, which wewas increased to GBP £222,400 in January 2021 and to GBP £224,625 in January 2022 which increases were consistent with annual increases for the majority of the Company’s employees.
Mr. Jones is also eligible for a discretionary annual target bonus of up to 40% of the base contract value if specific performance targets are seeking stockholder approval atmet as specified in the Jones Consultant Agreement. For fiscal years 2021 and 2020, Mr. Jones was awarded a cash bonus of £16,680 and £64,777, respectively, for his annual meeting, see “Proposal 2: Approvalperformance. For fiscal year 2021, Mr. Jones was awarded a stock option grant to purchase 75,000 shares of Amendedcommon stock for his annual performance (granted in 2022). The option will vest upon the Company receiving cash from approved defined transactions which Mr. Jones initiated for development of the Company’s technology with the intent to commercialize and/or a license agreement that generates a cumulative $10 million in non-refundable cash within three years of January 3, 2022. For fiscal years 2020 and Restated 2001 Equity Compensation Plan” on page 25.2019, Mr. Jones was awarded stock option grants to purchase 75,000 shares of common stock, respectively (granted in 2021 and 2020, respectively). Options granted to Mr. Jones prior to 2021 vest upon the one-year anniversary and have a ten-year term from the date of grant. Mr. Jones will have 90 days following July 21, 2022 to exercise his vested stock options, and any unvested options and performance based options will be forfeited.
During the engagement period, Mr. Jones shall be entitled to reimbursement of all business travel, entertainment and other business expenses reasonably incurred in the performance of his duties on behalf of the Company. Mr. Jones is subject to certain restrictive covenants, including Company ownership of Mr. Jones’ work product which shall remain the sole and exclusive property of the Company, non-disclosure for five years following the date of execution of the agreement or for three years following the termination of agreement whichever is last to occur, and non-solicitation for five years following the termination of agreement.
Outstanding Equity Awards at Fiscal Year-End
The following table summarizes the outstanding equity award holdings held by our “named executive officers” (as defined by the SEC’s disclosure requirements) as of December 31, 2021.
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||
Equity | |||||||||||||||||||||||||||||||||||
Equity | Incentive | ||||||||||||||||||||||||||||||||||
Incentive | Plan | ||||||||||||||||||||||||||||||||||
Market | Plan | Awards: | |||||||||||||||||||||||||||||||||
Value | Awards: | Market | |||||||||||||||||||||||||||||||||
Number | of | Number | or Payout | ||||||||||||||||||||||||||||||||
Equity | of | Shares | of | Value of | |||||||||||||||||||||||||||||||
Incentive | Shares | or | Unearned | Unearned | |||||||||||||||||||||||||||||||
Plan | or Units | Units | Shares, | Shares, | |||||||||||||||||||||||||||||||
Number of | Number of | Awards: | of | of | Units or | Units or | |||||||||||||||||||||||||||||
Securities | Securities | Number of | Stock | Stock | Other | Other | |||||||||||||||||||||||||||||
Underlying | Underlying | Securities | That | That | Rights | Rights | |||||||||||||||||||||||||||||
Unexercised | Unexercised | Underlying | Option | Have | Have | That | That | ||||||||||||||||||||||||||||
Options | Options | Unexercised | Exercise | Option | Not | Not | Have Not | Have Not | |||||||||||||||||||||||||||
(#) | (#) | Unearned Options | Price | Expiration | Vested | Vested | Vested | Vested | |||||||||||||||||||||||||||
Name | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($) | (#) | ($) | ||||||||||||||||||||||||||
Mark A. Emalfarb | 270,000 | — | 1.39 | 1/2/2023 | — | — | — | — | |||||||||||||||||||||||||||
300,000 | — | 1.87 | 1/2/2024 | — | — | — | — | ||||||||||||||||||||||||||||
(1) | 75,000 | 225,000 | 5.27 | 1/2/2030 | — | — | — | — | |||||||||||||||||||||||||||
(1) | — | 200,000 | 5.16 | 1/4/2031 | — | — | — | — | |||||||||||||||||||||||||||
Ping Rawson | 25,000 | — | 1.62 | 6/26/2026 | — | — | — | — | |||||||||||||||||||||||||||
11,890 | — | 1.63 | 1/3/2027 | — | — | — | — | ||||||||||||||||||||||||||||
(1) | 22,500 | 7,500 | 1.39 | 1/2/2028 | — | — | — | — | |||||||||||||||||||||||||||
(1) | 87,500 | 12,500 | 1.44 | 3/19/2028 | — | — | — | — | |||||||||||||||||||||||||||
125,000 | — | 1.76 | 11/16/2028 | — | — | — | — | ||||||||||||||||||||||||||||
(1) | 50,000 | 50,000 | 1.87 | 1/2/2029 | — | — | — | — | |||||||||||||||||||||||||||
25,000 | — | 6.26 | 6/28/2029 | — | — | — | — | ||||||||||||||||||||||||||||
(1) | 18,750 | 56,250 | 5.27 | 1/2/2030 | — | — | — | — | |||||||||||||||||||||||||||
(1) | — | 75,000 | 5.16 | 1/4/2031 | — | — | — | — | |||||||||||||||||||||||||||
Joseph Hazelton | (3) | — | — | 75,000 | 4.10 | 11/9/2031 | — | — | — | — | |||||||||||||||||||||||||
Ronen Tchelet, Ph.D. | 200,000 | — | 1.57 | 1/18/2026 | — | — | — | — | |||||||||||||||||||||||||||
50,000 | — | 1.63 | 1/3/2027 | — | — | — | — | ||||||||||||||||||||||||||||
60,000 | — | 1.39 | 1/2/2028 | — | — | — | — | ||||||||||||||||||||||||||||
100,000 | — | 1.87 | 1/2/2029 | — | — | — | — | ||||||||||||||||||||||||||||
75,000 | — | 5.27 | 1/2/2030 | — | — | — | — | ||||||||||||||||||||||||||||
(2) | — | 67,500 | 5.16 | 1/4/2031 | — | — | — | — | |||||||||||||||||||||||||||
Matthew Jones (4) | 40,000 | — | 1.63 | 1/3/2027 | — | — | — | — | |||||||||||||||||||||||||||
50,000 | — | 1.39 | 1/2/2028 | — | — | — | — | ||||||||||||||||||||||||||||
50,000 | — | 1.44 | 3/19/2028 | — | — | — | — | ||||||||||||||||||||||||||||
100,000 | — | 1.87 | 1/2/2029 | — | — | — | — | ||||||||||||||||||||||||||||
75,000 | — | 5.27 | 1/2/2030 | — | — | — | — | ||||||||||||||||||||||||||||
(2) | — | 75,000 | 5.16 | 1/4/2031 | — | — | — | — |
___________________
Notes:
(1) The options vest annually in equal installments over four years after the grant date.
(2) The options will vest upon the one-year anniversary after the grant date.
(3) The options will vest upon the achievement of specific performance conditions as described under the heading “Employment Agreements--Joseph Hazelton” above.
(4) Mr. Jones will have established90 days following July 21, 2022 to exercise his vested stock options, and any unvested options and performance based options will be forfeited.
Pension Benefits
The Company has a tax qualified employee savings and retirement plan, or 401(k) defined contribution plan (the “401(k) Plan”) in place, under which all employees are eligible to participate. Participantsparticipants may elect to defer up to 80%100% of their compensation up to a maximum amount determined annually pursuant to Internal Revenue Service regulations. Employee contributions may begin on90 days after the date of hire and are immediately vested. The 401(k) Plan provides a safe harbor basic match contribution for all eligible employees who make salary deferrals. The match contribution is equal to 100% of the employee’s salary deferral up to 4% of such employee’s annual deferred compensation. This match contribution is credited to the employee’s account and is 100% vested at the time of contribution.
Equity Compensation Plan Information
The following table summarizes information about our equity compensation plans as of December 31, 2021:
Number of | ||||||
Securities | ||||||
Remaining | ||||||
Number of | Available for | |||||
Securities | Future Issuance | |||||
to be Issued Upon | Under Equity | |||||
Exercise of | Weighted-Average | Compensation | ||||
Outstanding | Exercise Price of | Plans (Excluding | ||||
Options, | Outstanding | Securities | ||||
Warrants and | Options, Warrants | Reflected in | ||||
Plan Category | Rights(a) | and Rights (b) | Column (a)) (c) | |||
Equity compensation plans approved by security holders | 4,774,215 | $ 3.04 | 4,263,386 |
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL 1: ELECTION OF CLASS III DIRECTORS
General
We have the discretion to make matching contributions to this retirement plan, but have not done so ever.
Our Nominating Committee is charged with identifying, evaluating, and recommending director nominees to the Board. There are no minimum qualifications for nomination of directors. The purposeNominating Committee generally seeks individuals with broad experience at the policy-making level in business, or with industry expertise. While we do not have a formal diversity policy for board membership, we look for potential candidates that help ensure that the Board has the benefit of a wide range of attributes. We believe that all our directors should be committed to enhancing shareholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Each director must also represent the interests of all shareholders.
The Board has nominated Mark A. Emalfarb and Michael P. Tarnok to stand for re-election as Class III directors. If elected, Messrs. Emalfarb and Tarnok will serve for a term expiring in 2025.
We expect each such nominee for election as Class III directors to be able to serve, if elected. If either is unable to serve, proxies may be voted for a substitute nominee so designated by the present Board.
Vote Required
The affirmative vote of a plurality of the Stock Option Plan is to retain and attract key management, employees, nonemployee directors and consultantsvotes cast, by providing those persons with a proprietary interest in us. The compensation committee will administerproxy, at the Stock Option Plan
Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a) (c) | |||
Equity compensation plans approved by security holders (1) (3) | 1,597,639 | $3.62 | 3,536,184 (2) | |||
Equity compensation plans not approved by security holders | N/A | N/A | N/A | |||
Total | 1,597,639 | $3.62 | 3,536,184 (2) |
Recommendation of the Board
The Board recommends ashareholders vote “
Nominees for Election as Directors
The board deems it advisable to conform certain provisions of the Plan to the requirements of Section 409A of the Code to avoid certain tax penalties that could be imposed by Section 409A upon plan participants.
Mark A. Emalfarb, President, Chief Executive Officer and Director, 67, is the founder of the AmendedDyadic, and Restated 2001 Equity Compensation Plan
Michael P. Tarnok, Chairman, Director, 67, joined the Board on June 12, 2014, and currently serves as Chairman of the American Stock Exchange,Board and to assure that awards made thereunder qualify as “performance based compensation” within the meaning of Section 162(m)Chairman of the Code, not less than a majorityCompany’s Compensation Committee. He also serves on the Company’s Audit and Nominating Committees. On January 12, 2015, Mr. Tarnok was appointed Dyadic’s Chairman of the membersBoard. Mr. Tarnok is also currently a board member of our compensation committee are “outside directors” within the meaning of Section 162(m)Ionetix, Inc. In addition, Mr. Tarnok previously served as a board member for Global Health Council, and Keryx Biopharmaceuticals, Inc., where he also served as Chairman of the Codeboard of directors. Mr. Tarnok is a seasoned finance and “independent directors” within the meaningoperational executive with extensive pharmaceutical industry experience in a wide range of the rulesfunctional areas. He spent most of the American Stock Exchange. The compensation committee is authorized to:
Directors Continuing in Office
The following a termination of employment, 12 months following the optionee’s disability, or not later than 12 months following the optionee’s death. In the administration of the 2001 Equity Compensation Plan, the compensation committeeinformation is proscribed from taking any action which would have the effect of causing the provisions of Section 409A of the Code to apply.
Name | Age | Class | Term Expiring | Date of Appointment | ||||
Seth J. Herbst, MD | 64 | I | 2023 | June 2008 | ||||
Arindam Bose, Ph.D. | 69 | I | 2023 | August 2016 | ||||
Jack L. Kaye | 78 | II | 2024 | May 2015 | ||||
Barry C. Buckland, Ph.D. | 74 | II | 2024 | January 2018 | ||||
Patrick Lucy | 54 | II | 2024 | January 2021 |
Seth J. Herbst, M.D., Director
Seth J. Herbst, M.D. has been on the Board since June 2008, and currently serves as chairman of the grant of an award, to provideCompany’s Nominating Committee. Heals serves on the Company’s Compensation Committee. He is a board-certified obstetrician/gynecologist who is also board certified in advanced laparoscopic and minimally invasive gynecologic surgery. Dr. Herbst is the agreement evidencing that award for anyfounder and President of the following alternativesInstitute for Women’s Health and Body (“IWHB”) which was founded in May of 1997, an OB/GYN practice with multiple locations in Palm Beach County, Florida. He is the eventco-founder of Visions Clinical Research, which was founded in 1999, and performs medical and surgical clinical trials throughout the United States. Dr. Herbst founded IWHB of Palm Beach, a change of control: (i)Physician Management Group that a full vesting of all unvested rights occur; (ii) that a grantee holding performance units shall receive a payment in settlement ofcurrently employs 43 providers, which he actively directs the performance units in an amount determined by the committee; (iii) that the optionee surrender his or her outstanding options in exchange for a payment by us, in cash or shares as determined by the committee, in an amount equal to the amount by which the then fair market value of the shares subject to the optionee’s unexercised options exceeds the exercise price of the options; or (iv) after affording the grantee of an option an opportunity exercise that option, terminate any or all unexercised options at such time as the committee deems appropriate. The term “change in control” is defined under the 2001 Equity Compensation Plan to mean:
Arindam Bose, Ph.D., Director
Arindam Bose, Ph.D. joined the 2006 Stock Option PlanBoard on August 15, 2016, and currently serves as is permitted by applicable income tax laws.
Jack L. Kaye., Director
Jack L. Kaye joined the Board in May 2015, and currently serves as chairman of the Code, (ii) for purposes of compliance withCompany’s Audit Committee. He also serves on the requirements of incentive stock options under Section 422Company’s Compensation Committee. Mr. Kaye is currently the Chairman of the Code,audit committee and (iii) by the applicable rules of the American Stock Exchange. A properly executed proxy marked “abstain” with respect to this proposal will not be voted, although it will be counted for purposes of determining whether there is a quorum. Abstentions and broker non-votes will have the same effect as a vote against this proposal.
Barry C. Buckland, Ph.D., Director
Barry C. Buckland, Ph.D.,joined the Board in January 2018. Dr. Buckland retired from Merck Research Laboratories in 2009 after 28 years of contributions to the Bioprocess R&D group including more than 12 years as leader in the position of Vice President. Since leaving the Merck Research Laboratories, Dr. Buckland has headed up his own consulting company (BiologicB, LLC). He also is President of Engineering Conferences International (ECI), a not-for-profit organization which organizes prestigious conferences with an engineering focus. Dr. Buckland has chaired successful conference such as Microbial Engineering I and Vaccine Technology Conferences I to IV. He is also a visiting professor at University College London in the Biochemical Engineering Department and is the author or co-author of more than 70 publications. His previous board experience includes Enumeral Biomedical and Mucosis. Dr. Buckland was a Senior Advisor to Protein Sciences until they were purchased by delivering sharesSanofi in 2017. Dr. Buckland became Executive Director of NIIMBL (National Institute for Innovation for Manufacturing Biopharmaceuticals) in 2017. Dr. Buckland was elected to the USA National Academy of Engineering in 1997. In 2008, Dr. Buckland was awarded the ACS Marvin Johnson award for Biotechnology. In 2009, Dr. Buckland was awarded the Discoverers Award by the Pharmaceutical Research and Manufacturers of America (PhRMA) for his role in the discovery and development of GARDASIL, an effective vaccine against HPV. He was one of three recipients.
Patrick Lucy, Director
Patrick Lucy joined the Board on January 8, 2021. Mr. Lucy serves as a member of the Board’s Science and Technology Committee. Mr. Lucy is currently President and Chief Executive Officer of Lykan Bioscience (“Lykan”), a privately held cell therapy contract manufacturing organization based in Hopkinton, MA. Mr. Lucy served as President and Chief Operating Officer of Lykan from January 4, 2021 until March 31, 2021, prior to his promotion to President and Chief Executive Officer on April 1, 2021. Prior to Lykan, Mr. Lucy was a founder of Pfenex Inc. within The Dow Chemical Company (“Dow”) in 2001. He was a member of the leadership team and led the commercial launch of the Pfenex platform in 2005 through the spin out of the business from Dow in 2009. Mr. Lucy was subsequently a member of the team that successfully completed Pfenex’s initial public offering in 2014 and continued to lead business/corporate development and portfolio strategy as Chief Business Officer. During his tenure at Pfenex, Mr. Lucy completed over $1.5 billion dollars of partnership transactions. Pfenex was acquired by Ligand Pharmaceuticals in October 2020. Prior to joining Dow in 2000, via Dow’s acquisition of Collaborative BioAlliance, Patrick served as Collaborative’s Director of Business Development. From 1995 to 1999, he held multiple operational roles at Lonza Biologics (“Lonza”) spanning quality control, validation, and capital project management. In his final role at Lonza, Patrick led the mechanical completion, start up and validation of a large-scale biologics manufacturing facility. He began his career in biotechnology at Repligen Corporation in 1991 serving in a variety of laboratory-based roles following his graduation from Villanova University.
Our directors hold office for terms of approximately three years or until the earlier of their death, resignation, or removal or until their successors have been elected and qualified. Our officers are elected annually by the Board and serve at the discretion of the Board (see Executive Officers). There are no family relationships among our directors and executive officers. Our directors have neither been convicted in any criminal proceeding during the past 10 years nor are parties to any judicial or administrative proceeding during the past 10 years that resulted in a judgment, decree or final order enjoining them from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws or commodities laws. Similarly, no bankruptcy petitions have been filed by or against any business or property of any of our common stock owned by the optionee (including shares acquired in connection with the exercise of an option) and havingdirectors or officers, nor has any bankruptcy petition been filed against a fair market value on the date of exercise equal to the exercise pricepartnership or to the ownership of shares have a fair market value on the date of exercise equal to the exercise price (c) payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve, or (d) by such other method as the compensation committee may approve.
Mayer Hoffmann McCann P.C. (“MHM”) audited our consolidated financial statements for the year ended December 31, 2005.2021. We had no disagreements with Ernst & Young LLPMHM on accounting and financial disclosures. The audit committeeAudit Committee has appointed Ernst & Young LLPMHM to serve as our independent registered public accounting firm for the year ending December 31, 2006.2022. MHM has advised the Company that it has no direct or indirect financial interest in the Company. Substantially all MHM’s personnel, who work under the control of MHM shareholders, are employees of wholly-owned subsidiaries of CBIZ, Inc. (“CBIZ”), which provides personnel and various services to MHM in an alternative practice structure.
The Audit Committee has reviewed the fees described below and concluded that the payment of such fees is compatible with maintaining MHM’s independence.
The following table presents fees billed, by our independent registered public accounting firm to a vote of our stockholders for ratification. However, the audit committee has recommended that our board submit this matter to stockholders as a matter of good corporate practice, which our board is doing. If stockholders fail to ratify the appointment, the audit committee will reconsider whether to retain Ernst & Young LLP, and may retain that firm or another without re-submitting the matter to our stockholders. Even if our stockholders ratify the appointment, the audit committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be advisable andprofessional services, in the best interests of us and our stockholders.
Years Ended December 31, | ||||||||
2021 | 2020 | |||||||
Audit fees (1) | $ | 174,000 | $ | 162,000 | ||||
Audit-related fees (2) | 39,000 | 13,000 | ||||||
Tax fees (3) | 11,000 | 14,900 | ||||||
Total fees | $ | 224,000 | $ | 189,900 |
___________
Notes:
(1) | Audit fees consist of fees billed for professional services by MHM for audit and quarterly review of our financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filing or engagement for those years related to our periodic and current NASDAQ Capital Markets, and SEC filings and registration statements. |
(2) | Audit-related fees consist of fees billed for procedures performed by MHM in connection with the filing of registration statements on Form S-3 filing (2020) and Form S-8 filing (2021). |
(3) | Tax fees consist of fees billed for tax professional services by an affiliate of MHM for the Netherlands subsidiary. |
We expect one or more representatives of Ernst & Young LLPMHM to be present at the annual meeting.Annual Meeting. They will have the opportunity to make a statement if they desire to do so, and we expect them to be available to respond to appropriate questions.
Vote Required
The affirmative vote of the holders of a majority of all shares casting votes, either in person or by proxy, at the annual meetingAnnual Meeting is required to ratify the appointment of Ernst & Young LLPMHM as our independent registered public accounting firm for the year ending December 31, 2006.
Recommendation of the audit committee has establishedBoard
The Company’s Board recommends a vote FOR this proposal.
Pre-Approval of Services
Our Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the service or category of services. The independent auditor and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditor in accordance with this pre-approval. Any proposed services not included within the list of pre-approved services or any proposed services that will cause the Company to exceed the pre-approved aggregate amount requires specific pre-approval by the Audit Committee. All audit fees, audit-related fees, tax fees, and other fees listed in the table above were approved by the Audit Committee pursuant to its pre-approval policies and procedures.
Audit Committee Report
The Audit Committee reports as follows:
The Company’s management has the primary responsibility for the Company’s financial statements and the reporting process, including disclosure controls and the system of internal control over financial reporting. The Audit Committee, in its oversight role has:
• | Reviewed and discussed the annual audited financial statements as of and for the fiscal year ended December 31, 2021, with management; |
Discussed with the Company’s independent registered public accountants the overall scope of, and plans for, their respective audits and has met with the independent registered public accountants, with and without management present, to discuss the Company’s financial reporting process and internal accounting firm.controls in addition to other matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”), as may be modified or supplemented;
Received from the independent registered public accountants written disclosures and the letter regarding the independence of the independent registered public accounting firm foraccountants required by the next year’s audit, management will submitPCAOB, and has discussed with the independent registered accountants their independence from the Company and its management;
• | An established charter outlining the practices it follows. The Audit Committee’s charter is available on the Company’s website at www.dyadic.com under the heading “Investors”; and |
Procedures that require the pre-approval by the Audit Committee of all fees paid to, and all services performed by, the audit committee for approval an aggregateCompany’s independent registered public accountants. The Audit Committee approves the proposed services, including the nature, type and scope of services expectedservice contemplated and the related fees, to be rendered by the firm during the year. In addition, engagements may arise during the year that year for eachare outside the scope of the four categories of services. Priorinitial services and fees approved by the Audit Committee. Any such additional engagements are approved by the Audit Committee or by the Audit Committee Chair pursuant to engagement,authority delegated by the audit committee pre-approves these services byAudit Committee. For each category of service. The fees are budgeted, and the audit committee requiresproposed service, the independent registered public accounting firmaccountants are required to confirm that the provision of such services does not impair their independence. Pursuant to the Sarbanes-Oxley Act of 2002, the fees and services provided as noted above were authorized and approved by the Audit Committee in compliance with the pre-approval procedures described herein.
Based on the Audit Committee’s review and discussions with management to report actual fees versusand the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage theCompany’s independent registered public accounting firmaccountants as described in this report, the Audit Committee recommended to the Board of Directors that the audited Consolidated Financial Statements as of and for additional services not contemplatedthe fiscal year ended December 31, 2021, be included in the original pre-approval. In those instances,2021 Form 10-K.
Audit Committee of the audit committee requires specific pre-approval before engagingBoard of Directors
Jack L. Kaye, Chairman
Michael P. Tarnok
Arindam Bose
PROPOSAL 3: ADVISORY VOTE ON COMPENSATION OF
THE COMPANY’S NAMED EXECUTIVE OFFICERS
As required by Regulation 14A under the independent registered public accounting firm.
As an advisory vote, this proposal is not binding upon the Company. However, the Compensation Committee, which is responsible for determining and setting the Named Executive Officers’ executive compensation, values the opinions expressed by shareholders in their vote on this proposal, and will consider the outcome of the vote when making future compensation decisions for the Named Executive Officers.
Vote Required
The audit committeevotes that shareholders cast FOR must exceed the votes that shareholders cast AGAINST to approve the advisory vote on compensation of our Named Executive Officers. You may delegate pre-approval authority to one or morevote FOR, AGAINST, of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisionsABSTAIN with respect to the audit committee at its next scheduled meeting.
Recommendation of the Securities Exchange ActBoard
The Board recommends that you consider and vote FOR the following resolution: “Resolved, that the shareholders approve, on an advisory basis, the compensation of 1934 requires that our directors and executive officers, and persons who own more than 10 percentthe Company’s Named Executive Officers, as disclosed in the Company’s Proxy Statement pursuant to the compensation disclosure rules of our common stock, to file with the Securities and Exchange Commission, initial reportsincluding the “Compensation and Other Information Concerning Officers” section of ownershipthis Proxy Statement”.
Because your vote is advisory on Proposal 3, it will not be binding on the Board or the Company. However, the Board and reportsthe Compensation Committee will review the voting results and take them into consideration when making future decisions regarding the Named Executive Officers’ compensation.
We have determined to include a shareholder vote on the compensation of changesour Named Executive Officers (commonly known as a “say on pay” vote) in ownershipour Proxy Statement annually until the next required vote on the frequency of common stock. Officers, directors and greater than 10 percent stockholders are required by SEC regulation to furnish us with all Section 16 reports they file.say on pay votes. The next say on pay vote accordingly will be held at the 2023 Annual Meeting of Shareholders.
.
SHAREHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING
Shareholders of the copiesCompany wishing to include proposals in the proxy material relating to the 2023 Annual Meeting of such reports furnishedShareholders must submit the same in writing to us and representations that no other reports were required, we believe that all Section 16 filing requirements applicable to our officers, directors and 10 percent beneficial owners were complied with duringbe received at the year ended December 31, 2005, other than a late filing for Form 4 in December 2005 by director Stephen J. Warner for sales of our common stock in November and December 2005.
For any exhibit to the Annual Report on Form 10-KSB upon written request and upon reimbursement of any reasonable expenses incurred by us in furnishing the exhibit.
This proxy statement contains forward-looking statements that involve risks and must meetuncertainties, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause our business, results or condition to differ materially from those expressed or implied by the requirementsforward-looking statements. All statements other than statements of Rule 14a-8historical fact included in this document are forward-looking statements. You can identify these and other forward-looking statements using words such as “will,” “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential,” “continue,” or the negative of those terms, or other comparable terminology.
Risks and uncertainties that may affect our business, results or condition include, but are not limited to, factors discussed in our publicly available filings, including information set forth under the Securities Exchange Act of 1934. The submission of a stockholder proposal does not guarantee that it will be includedcaption “Risk Factors” in our Annual Report filed on Form 10-K. Any forward-looking statement made in this proxy statement.
We know of anyno other matters that will be presented for consideration at the annual meeting other than as described in this proxy statement.Annual Meeting. If however, any other matters are properly broughtcome before the annual meeting, it is intended thatAnnual Meeting, the persons named as proxies willshall vote the shares they represent in accordance with their best judgmentjudgment. Discretionary authority with respect to such matters.other matters is granted by the execution of the enclosed proxy. It is important that you return your proxy promptly and that your shares be represented. You are urged to vote either by internet, phone or, if you received paper copies of the proxy materials, by mail. If by mail, please mark, date, and sign and return the proxy in the accompanying reply envelope, per the instructions on the proxy card.
BY ORDER OF THE BOARD OF DIRECTORS | |||||
/s/ Mark Emalfarb | |||||
Mark Emalfarb President and Chief Executive Officer |
Jupiter, Florida
April 26, 2022