Item 5.02 Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
(d) On January 20, 2022 the Board of Directors (the "Board") of Landec
Corporation (the "Company") increased the size of the Board to 11 members and
elected Ray Diradoorian to serve as a member of the Board, Class 2 Director and
member of the Lifecore Focus Committee. Mr. Diradoorian has not had any direct
or indirect material interest in any transaction since the beginning of the
Company's last fiscal year, or in any currently proposed transaction, in which
the Company was or is to be a participant and the amount involved exceeds
$120,000. In his capacity as a director, Mr. Diradoorian will receive
compensation that is consistent with the compensation received by the other
members of the Board, including (i) an annual cash retainer of $50,000 for Board
service (and an additional amount based on service on any Board committee(s))
paid monthly in advance and (ii) an annual restricted stock unit ("RSU") award
of $90,000 ($30,000 of which was granted as an initial pro-rated grant
concurrently with Mr. Diradoorian's appointment to the Board). A description of
the compensation payable to members of the Board is set forth under the heading
"Compensation of Directors" in the Company's Definitive Proxy Statement filed
with the United States Securities and Exchange Commission on August 27, 2021 and
is incorporated herein by reference.
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