| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 18, 2018, Calyxt, Inc. (the “Company”) announced that its Board of Directors (the “Board”) has appointed James Blome as Chief Executive Officer, effective October 1, 2018. Mr. Blome will replace Yves Ribeill, Ph.D., who was serving as interim Chief Executive Officer and who will remain on the Board.
Mr. Blome, 55, grew up on a family corn and soybean farm in Hubbard, Iowa and is a graduate of Iowa State University. Prior to joining the Company, Mr. Blome served as the President and CEO for Bayer CropScience, LP (North America) since June 2011. Prior to his position at Bayer CropScience LP, he held executive positions at Valent (Sumitomo Chemical) and Agriliance LLC. Mr. Blome also serves as the Chairman of CropLife America, the Chairman of US Farming and Ranching Foundation, and the Independent,Non-Executive Chairman of Concentric Ag Technologies, Inc. Mr. Blome is the 2013 recipient of the Henry A. Wallace Award from Iowa State University for outstanding leadership and service to agriculture.
In connection with his appointment as Chief Executive Officer, Mr. Blome entered into an employment agreement with the Company, dated as of September 17, 2018 (the “Employment Agreement”). Pursuant to the Employment Agreement, the term of Mr. Blome’s employment will begin on October 1, 2018 and will end upon the termination of Mr. Blome’s employment due to his death, permanent disability or resignation or a termination by the Company with or without Cause (as such term is defined in the Employment Agreement). Mr. Blome will be entitled to receive the following compensation and benefits in connection with his service as Chief Executive Officer of the Company:
| | • | | an annual base salary of $635,000; |
| | • | | aone-timesign-on bonus of $1,000,000, payable in installments, which is subject to repayment to the Company upon certain terminations of employment that occur on or prior to theone-year anniversary of Mr. Blome’s start date; |
| | • | | eligibility to receive an annual cash performance bonus with a target value of 75% of his base salary (prorated for the number of days of his employment during 2018), based on his achievement of individual and/or Company performance goals as determined by the Compensation Committee of the Board; |
| | • | | aone-time lump sum payment of $10,000 in connection with the movement of household goods to Roseville, Minnesota, reimbursement of relocation expenses up to $125,000 incurred in his relocation to Roseville, Minnesota, which are subject to repayment to the Company in certain circumstances, and a payment not to exceed $20,000 in the event any of the relocation expenses subject to reimbursement are not tax deductible; and |
| | • | | participation in the benefit plans and programs of the Company in which substantially all of the Company’s employees participate, as may be in effect from time to time, accrual of 20 days of vacation per year, and reimbursement for reasonable and necessary business expenses. |
In addition, on September 17, 2018, Mr. Blome received two restricted stock unit grants in his capacity as a consultant to the Company pursuant to the terms of the Company’s equity incentive plan and award agreements thereunder: (i) a grant of 100,000 restricted stock units and (ii) a grant of 80,000 restricted stock units (collectively, the “RSUs”).One-quarter of the RSUs will vest on October 1, 2018, an additional 15% of the RSUs will vest on October 1, 2019, and the remaining RSUs will vest in increments of 5% on the last day of each calendar quarter beginning after October 1, 2019. Also, within 30 days of the effective date of his employment, the Company will grant Mr. Blome 200,000 stock options pursuant to the Company’s equity incentive plan and a stock option award agreement (the “Initial Option Award”). The terms and conditions of the Initial Option Award, including its vesting terms and exercise price, will be determined in accordance with the Company’s equity incentive plan. Furthermore, Mr. Blome’s employment agreement provides that, for each calendar year during which Mr. Blome is employed by the Company, he will be eligible to receive an annual performance award comprised of 50,000 restricted stock units and 125,000 stock options. The annual equity awards will be subject to the achievement of performance metrics, the annual restricted stock unit awards will vest in accordance with the RSU vesting schedule described above and the annual stock option awards will vest in accordance with the schedule that will apply to the Initial Option Award.
