Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Financial Officer
On November 12, 2019, Susan A. Knudson notified us of her intention to resign for personal reasons as Senior Vice President, Chief Financial Officer of Pfenex Inc. (the “Company”), effective November 13, 2019. This resignation is without Good Reason (as defined in Ms. Knudson’s executive employment agreement with the Company). In connection with Ms. Knudson’s resignation, the Company entered into a transition agreement and limited release (the “Agreement”) with Ms. Knudson dated November 13, 2019. The Agreement provides the following benefits as long as Ms. Knudson satisfies the conditions in the Agreement: (1) payment of a bonus severance amount of up to $122,500, or 35% of Ms. Knudson’s current base salary, for the 2019 calendar year, pursuant to the terms and conditions of the Company’s Incentive Compensation Plan, with the actual bonus severance amount to be determined based 80% upon achievement ofpre-established corporate performance goals under the Incentive Compensation Plan and 20% upon achievement of Ms. Knudson’s individual performance goals (which individual performance goals will be deemed achieved at 100% for this purpose), and (2) Ms. Knudson’s provision of transition services to the Company as anat-will employee in anon-managerial andnon-executive capacity until February 1, 2020 (the “Transition Period”) during which time she would receive payment of her current base salary for the 2019 calendar year of $350,000 and continue to participate in the Company’s employee benefit plans, in each case, until February 2020. Equity incentive awards held by Ms. Knudson will continue to vest in accordance with their terms during the term of Ms. Knudson’s service to the Company.
Following the end of the Transition Period, the Agreement also provides, as consideration for Ms. Knudson’s execution andnon-revocation of a separate full release of all claims against the Company, (1) a lump sum severance payment of her base salary for nine months plus an amount to reflect bonus payments made to Ms. Knudson for the fiscal year preceding her resignation, and (2) the reimbursement of any premium payments associated with maintaining COBRA coverage for a period of up to nine months.
The foregoing information is a summary of select terms from the Agreement, is not complete, and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed as an exhibit to the Company’s annual report on Form10-K for the year ended December 31, 2019.
On November 13, 2019, the Company also issued a press release announcing the foregoing management change. The full text of the press release is attached as Exhibit 99.1 to this report and is hereby incorporated by reference herein.
Appointment of Acting Principal Financial and Accounting Officer
Following Ms. Knudson’s resignation and effective November 13, 2019, Evert B. Schimmelpennink, the Company’s President, Chief Executive Officer, and Secretary, will serve as its acting Principal Financial Officer and Principal Accounting Officer in addition to continuing as its President, Chief Executive Officer, and Secretary.
Evert B. Schimmelpennink, age 47 has served as the Company’s Chief Executive Officer, President and Secretary and a director since August 2017. Prior to his appointment, Mr. Schimmelpennink served as the Chief Executive Officer of Alvotech, a biosimilar development company, from 2015 to July 2017. From September 2015 to November 2015, Mr. Schimmelpennink served as Vice President — Global Sterile Injectables of Pfizer Inc., a pharmaceutical company. Prior to that, Mr. Schimmelpennink served as Vice President — Global Generics from 2012 to 2015 and Director of Specialty Injectable Pharma Marketing EMEA & Director of Distributor Operations EMEA from 2011 to 2012 of Hospira, Inc., a pharmaceutical company. From 2002 to 2011, Mr. Schimmelpennink held various roles at Synthon BV, a generics medicine company, including Vice President Marketing and Sales from 2008 to 2011. From 1997 to 2002 he held various roles with Numico NV, a Dutch maker of baby foods and nutritional bars and shakes, including International Product Manager from 2000 to 2002 and Researcher Product Development from 1999 to 2000. Prior to Numico, Mr. Schimmelpennink served as a vaccine technologist at the Dutch National Institute for Public Health and the Environment from 1998 to 1999. Mr. Schimmelpennink received a Masters in bioprocess engineering from the Wageningen University in the Netherlands.
