Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On September 27, 2022, Neogen Corporation (the "Company") announced that its
Chief Financial Officer ("CFO") Steve Quinlan will retire from his position as
the Company's CFO, effective as of May 31, 2023.
On September 27, 2022, the Company also announced that David Naemura will be
appointed as CFO of the Company, effective as of January 2, 2023, with Mr.
Quinlan continuing with the Company through May 31, 2023, in order to assist in
transitioning his duties and responsibilities to Mr. Naemura.
Mr. Naemura, age 54, previously served as the Senior Vice President and Chief
Financial Officer of Vontier Corporation from February 2020 until present. Mr.
Naemura served as Chief Financial Officer of Gates Industrial Corporation from
March 2015 to January 2020. Prior to his time at Gates Industrial Corporation,
Mr. Naemura served as Vice President of Finance and Group Chief Financial
Officer at Danaher Corporation from April 2012 to March 2015, and previously
served as Danaher Corporation's Test & Measurement Communications Platform Chief
Financial Officer from January 2009 to April 2012. Prior to serving at Danaher
Corporation, Mr. Naemura was employed by Tektronix Corporation from August 2000
to January 2009, including during its acquisition by Danaher Corporation in
There are no family relationships between Mr. Naemura and any director or
executive officer of the Company that are required to be disclosed pursuant to
Item 401(d) of Regulation S-K, and there are no transactions between the Company
and Mr. Naemura that would require disclosure under Item 404(a) of Regulation
Mr. Naemura will be entitled to a base cash salary of $500,000. In connection
with his appointment, for fiscal 2023, Mr. Naemura will receive a guaranteed
cash bonus of $200,000 and one-time grant of options (60%) and restricted stock
units (40%) having an aggregate value of $1,500,000. Starting fiscal 2024, Mr.
Naumura will receive variable compensation target annual cash incentive bonus
equal to 100% of the base cash salary, and variable compensation target equity
awards of options valued at $900,000 and restricted stock units valued at
$600,000. Mr. Naemura also will be eligible to participate in all Company
benefit plans. In the event of Mr. Naemura's termination by the Company without
cause, by Mr. Naemura for good reason, or in connection with a termination
following change of control, Mr. Naemura will be entitled to, among other things
cash compensation amount equal to his annual base salary plus cash incentive
bonus payment equal to his annual base salary.
A copy of the press release issued by the Company on September 27, 2022,
announcing the CFO transition is included as Exhibit 99.1 to this Current Report
on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release dated September 27, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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