Item 5.02 | Departure of Directors or Certain officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangement of Certain Officers. |
Appointment of Kevin Norrett, M.B.A., as Chief Operating Officer
On October 3, 2022, Codexis, Inc. (the “Company” or “Codexis”) announced the appointment of Kevin Norrett, M.B.A., as the Company’s Chief Operating Officer, effective immediately. Mr. Norrett served as the Chief Business Officer of Sierra Oncology, a publicly-traded clinical stage oncology company developing treatments for rare cancers, from August 2020 to July 2022. He served as Chief Commercial Officer at Angion Biomedica Corp., a publicly-traded clinical stage biopharmaceutical company, from July 2019 to August 2020. Prior to Angion, Mr. Norrett held roles of increasing responsibility at Aimmune Therapeutics, Inc., a biopharmaceutical company, between January 2017 and July 2019, most recently serving as Vice President, Marketing, Market Access & Commercial Operations from May 2019 until July 2019. Prior to that, Mr. Norrett was Vice President of Market Access & Commercial Development at ZS Pharma, Inc., a biopharmaceutical company, from October 2014 until January 2017. Mr. Norrett holds a B.S. in Biological Sciences from the University of California, Davis, an M.S. in Biochemistry and Molecular Biology from the University of California, Los Angeles and an M.B.A. from the University of California, Berkeley – Walter A. Haas School of Business.
Pursuant to Offer Letter entered into between Mr. Norrett and the Company (the “Offer Letter”), Mr. Norrett will be paid an annual base salary of $450,000 with a target bonus opportunity of 50% of Mr. Norrett’s annual base salary. In addition, the Offer Letter provides for the Company to grant Mr. Norrett an option to purchase shares having a grant date fair value of approximately $1,333,333. The option will have an exercise price equal to the closing trading price of Company common stock on the date of grant and will vest and become exercisable as to 25% of the total number of shares underlying the option on the first anniversary of the date Mr. Norrett commences employment with the Company and as to 1/48th of the total number of shares underlying the option monthly thereafter, in each case, subject to Mr. Norrett’s continued service to the Company. Unless Mr. Norrett’s employment with the Company is terminated by the Company for cause, the option will remain exercisable for 2 years after Mr. Norrett’s service to the Company terminates. In addition, the Offer Letter provides for the Company to grant Mr. Norrett performance stock units with an approximate grant date fair value of $666,667. The performance stock units will be earned based on the achievement of performance goals, with 50% of the shares earned to be issued upon certification of the achievement of such performance goals and 50% of the shares earned to be issued one year after such certification, in each case, subject to Mr. Norrett’s continued service to the Company.
In addition, Mr. Norrett and the Company entered into a Change of Control and Severance Agreement (the “Change of Control and Severance Agreement”). Under the Change of Control and Severance Agreement, if Mr. Norrett’s employment with the Company is terminated by the Company without cause or Mr. Norrett resigns for good reason, other than during the period commencing 90 days prior to a change in control and ending on the one year anniversary of the closing of the change in control, then Mr. Norrett will be entitled to severance benefits comprised of 12 months base salary and 12 months continued healthcare coverage at Company expense. If Mr. Norrett’s employment with the Company is terminated by the Company without cause or Mr. Norrett resigns for good reason during the period commencing 90 days prior to a change in control and ending on the one year anniversary of the closing of the change in control, then Mr. Norrett will be entitled to severance benefits comprised of 18 months base salary, 18 months continued healthcare coverage at Company expense and full accelerated vesting of all outstanding equity awards (with performance deemed to be achieved at target for any performance-based equity awards). Mr. Norrett’s receipt of the foregoing severance benefits is conditioned on Mr. Norrett’s timely execution and non-revocation of a general release of claims against the Company.
The foregoing summaries of the material terms of the Offer Letter and Change of Control and Severance Agreement are qualified in their entirety by the complete terms of the agreement, each of which will be filed as an exhibit to Codexis’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2022.
The Company expects to enter into the Company’s standard indemnification agreement with Mr. Norrett.
The Board of Directors (the “Board”) of Codexis approved Mr. Norrett’s appointment on September 8, 2022. This Current Report on Form 8-K is being filed in reliance upon the instruction to paragraph (c) of Item 5.02 of Form 8-K.