Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On July 15, 2021, Calyxt, Inc. (the "Company") announced that Michael A. Carr
will join the Company, effective July 27, 2021 (the "Start Date"), as its
President and Chief Executive Officer. On July 13, 2021, Dr. Yves Ribeill
notified the Company that he would resign as executive chair of the Company,
effective August 6, 2021 (the "Transition Date"). In his capacity as executive
chair, Dr. Ribeill will continue to serve as the Company's principal executive
officer through the Transition Date, and Mr. Carr will assume the functions of
the principal executive officer as of the Transition Date. Dr. Ribeill will
continue to serve on the Company's board of directors (the "Board") and shall be
the non-executive Chairman of the Board, as of the Transition Date.
In connection with the appointment of Mr. Carr as the Company's President and
Chief Executive Officer, the Company's Board also approved an increase in the
number of directors on the Board from seven to eight and appointed Mr. Carr,
effective as of the Start Date, to the Board of Directors to fill the newly
created directorship. Mr. Carr will not receive any additional compensation in
connection with his service on the Board.
Michael A. Carr, 53, previously served as the Vice President M&A, Strategy, and
Innovation of Darling Ingredients, Inc. (NYSE: DAR), a global developer and
producer of sustainable natural ingredients and renewable energy, since January
2017. Prior to joining Darling Ingredients, Mr. Carr was a partner at BAC
Investments, LLC, an established consulting, advisory, and investment firm, from
January 2010 through January 2017 Previously, Mr. Carr held multiple positions
at American Capital Limited, a global private equity and asset management firm.
Mr. Carr has served on the boards of directors for EnviroFlight, a brand of
Darling Ingredients (2020-2021), BEST Life and Health Insurance Company
(2014-2018), ACG Global (2010 - 2017), and several portfolio companies of
American Capital Limited, including United Food Group. Mr. Carr obtained his
M.B.A. from the Graziadio School of Business and Management at Pepperdine
University, and he also holds a Bachelor of Science degree in Business from
California State University - Northridge. Mr. Carr is qualified to serve on the
Company's Board in light of his deep operational, financial and investment
experience and his diverse knowledge across industries.
On July 13, 2021, Mr. Carr entered into an offer letter agreement with the
Company (the "Offer Letter"). Pursuant to the Offer Letter, Mr. Carr will join
the Company on the Start Date as the Company's President and Chief Executive
Officer. Mr. Carr's employment is at-will and may be terminated at any time for
any reason, subject to the terms of the Company's 2021 Executive Severance Plan,
as modified by Mr. Carr's Participation Agreement with respect thereto, as
described below.
Mr. Carr will be entitled to receive the following compensation and benefits in
connection with his service as President and Chief Executive Officer of the
Company:
• an annual base salary of $500,000;
• a one-time new-hire bonus of $450,000, which is subject to repayment to
the Company upon certain employment termination events that occur on or
prior to the one-year anniversary of Mr. Carr's start date;
• a one-time equity award to be granted under the Company's 2017 Omnibus
Incentive Plan (as amended, effective May 18, 2021, the "Omnibus Plan") of
(i) stock options for the purchase of 200,000 shares of the Company's
common stock and (ii) 50,000 restricted stock units, which, in each case,
will vest in equal installments on the first three anniversaries of Mr.
Carr's start date;
• a one-time inducement award to be granted outside of the Company's
existing equity compensation plans in accordance with Rule 5635(c)(4) of
the Nasdaq Listing Rules of performance stock units to acquire up to
600,000 shares of the Company's common stock, which will vest based on the
Company's achievement for a period of 30 consecutive calendar days of
specified trading price levels during a three-year performance period
following the grant date (300,000 shares for a $12.00 price level, an
additional 150,000 shares for a $15.00 price level and an additional
150,000 shares for a $20.00 price level) and otherwise have terms
substantially similar to those of performance stock units issued under the
Omnibus Plan.
• eligibility to receive an annual cash performance bonus under the
Company's existing short-term incentive plan (the "STIP") with a 2021
annual target of 100% of base salary (prorated for the number of days of
employment during 2021), based on the achievement of performance goals, as
determined by the Company's Board.
• eligibility under the Company's 2021 Executive Severance Plan (the
"Severance Plan"), as amended by Mr. Carr's Participation Agreement, to
receive upon termination of employment by Mr. Carr for Good Reason (as
defined in
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the Severance Plan) or by the Company for any reason other than Cause (as
defined in the Severance Plan, but modified to be subject to a notice and
cure period with respect to non-willful performance deficiencies)
severance benefits equal to 12 months (24 months, if occurring during a
Change-in-Control Period (as defined in the Severance Plan)) of base
salary and a pro rated portion (the full amount, if occurring during a
Change-in-Control Period) of Mr. Carr's target cash incentive bonus for
the applicable year;
• eligibility for certain travel, temporary living and relocation benefits
for up to three-years from Mr. Carr's start date; and
• participation in the benefit plans and programs of the Company in which
similarly situated employees of the Company participate, as may be in
effect from time to time, and accrual of 20 days of vacation per year.
The Offer Letter also provides for entry into a customary non-competition,
non-solicitation, confidentiality and inventions agreement.
In addition, Mr. Carr and the Company will enter into the Company's standard
indemnification agreement, the terms of which are described in the Company's
annual proxy statement filed with the Securities and Exchange Commission.
There are no other arrangements or understandings between Mr. Carr and any other
persons pursuant to which Mr. Carr was appointed President and Chief Executive
Officer of the Company. Mr. Carr does not have any family relationship with any
of the Company's directors or executive officers or any persons nominated or
chosen by the Company to be a director or executive officer. Other than with
respect to the equity awards contemplated by this Current Report, Mr. Carr does
not beneficially own any shares of the Company's common stock. Mr. Carr does not
have any direct or indirect material interest in any transaction or proposed
transaction required to be reported under Item 404(a) of Regulation S-K.
Adoption of Calyxt, Inc. 2021 Employee Inducement Incentive Plan
On July 13, 2021, the Company's Board and the independent directors of the Board
approved the Calyxt, Inc. 2021 Employee Inducement Incentive Plan (the
"Inducement Plan") and reserved 600,000 shares of the Company's common stock for
issuance upon vesting of the performance stock unit awards to be granted to Mr.
Carr on the Start Date under the Inducement Plan in accordance with the terms of
the Offer Letter. The Inducement Plan's terms are substantially similar to the
terms of the Omnibus Plan. The Inducement Plan was adopted without stockholder
approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The
performance stock unit awards to be granted to Mr. Carr on the Start Date
constitute an inducement material to Mr. Carr's entering into employment with
the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules.
Mr. Carr will be the only participant in the Inducement Plan, and the
performance stock unit awards to be granted on the Start Date in connection with
the commencement of Mr. Carr's employment pursuant to the Offer Letter are the
only awards that will be granted under the Inducement Plan.
Item 9.01. Financial Statements and Exhibits.
d. Exhibits
Exhibit
Number Description
10.1* Offer Letter between Calyxt, Inc. and Mr. Michael A. Carr, dated July
13, 2021.
10.2* Calyxt, Inc. 2021 Employee Inducement Incentive Plan
10.3* Form of Performance Stock Unit Agreement under the Calyxt, Inc. 2021
Employee Inducement Incentive Plan
Calyxt, Inc. 2021 Short Term Incentive Plan (incorporated by reference
10.4 to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on
March 18, 2021)
Calyxt, Inc. 2021 Executive Severance Plan (incorporated by reference
10.5 to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on
March 18, 2021)
10.6* Participation Agreement of Mr. Michael A. Carr under the 2021
Executive Severance Plan
10.7* Calyxt, Inc. Form of Non-Competition, Non-Solicitation,
Confidentiality and Inventions Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
*Filed herewith.
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