Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 9, 2021, Dyadic International, Inc. ("Dyadic" or the
"Company") appointed Joseph Hazelton, age 46 as its Chief Business Officer.
There are no arrangements or understandings between Mr. Hazelton and any other
person pursuant to which Mr. Hazelton was selected as an officer. Mr. Hazelton
has no family relationship required to be disclosed under Item 401(d) of
Regulation SK. In addition, Mr. Hazelton is not a party to any current or
proposed transaction with the Company requiring disclosure under Item 404(a) of
Regulation S-K.
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, 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.
On November 1, 2021, the Company entered into an employment agreement (the
"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 to
purchase 75,000 shares of the common stock of the Company (the "Common Stock")
at an exercise price equal to the closing market price of the Common Stock on
November 9, 2021. The option 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 will have the
opportunity to receive annual awards of stock options, as determined by the
Compensation Committee and will be eligible to receive a stock option to
purchase 12,500 shares of Common Stock for the 2021 calendar year.
If Mr. Hazelton's employment is terminated during the term of the Agreement by
the Company without cause, or by Mr. Hazelton for good reason, Mr. Hazelton will
be entitled to receive his annual base salary and continuation of health and
welfare benefits for a period of three months (if the termination occurs on or
prior to November 9, 2022) or six months (if the termination occurs after such
date). In addition, solely at the discretion of the Compensation Committee, he
may be awarded a prorated portion of his annual target bonus.
The foregoing description of the Agreement is only a summary of the material
terms thereof, does not purport to be complete and is qualified in its entirety
by reference to the full text of the Agreement, which is filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated by reference herein.
On November 9, 2021, the Company issued a press release announcing the
appointment of Mr. Hazelton, which is filed as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated by reference herein. The Company has elected
to delay the filing of this Current Report on Form 8-K until its public
announcement of Mr. Hazelton's hiring in a press release in reliance on the
instruction provided under Item 5.02(c) of Form 8-K.
Item 8.01 Other Events
On November 9, 2021, the Company issued a press release announcing the
appointment of Mr. Hazelton, which is filed as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated by reference herein.
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Item 9.01 Financial Statements and
Exhibits
(d) Exhibits
Exhibit
Number Description
10.1 Employment Agreement
dated November 1, 2021,
between Joseph Hazelton and
Dyadic International,
Inc.
99.1 Press Release dated
November 9, 2021
104 Cover page Interactive Data
File (embedded within the
Inline XBRL document)
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DYADIC INTERNATIONAL, INC. 
