Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On October 12, 2021, Precigen, Inc. (the "Company"), announced that Harry
Thomasian Jr., age 59, was appointed Chief Financial Officer of the Company,
effective October 18, 2021. Mr. Thomasian's appointment is the culmination of
the previously-announced search by the Company for a permanent chief financial
officer following the resignation of Rick Sterling from his position as Chief
Financial Officer on April 2, 2021, and the resignation of D. Bradford Osborne
from his position as Vice President, Finance and Accounting and interim
principal accounting officer on June 10, 2021. James V. Lambert, who has served
as interim principal accounting officer of the Company since Mr. Osborne's
resignation, will step down from that position effective upon Mr. Thomasian's
start date, and will continue to serve as Executive Director, Finance for PGEN
Therapeutics, Inc., a wholly owned subsidiary of the Company.
From 2002 through 2021, Mr. Thomasian served as a partner of EY (formerly Ernst
& Young LLP). During his tenure at EY, Mr. Thomasian held a myriad of leadership
positions, including Senior Client Services Partner and Baltimore Office Growth
Markets Leader for the life sciences industry (2005 - Present), Senior Partner
in EY's Capital Markets Center (2001 - 2005), Client Serving Senior
Manager/Partner (1999 - 2001) and Senior Accountant - Senior Manager
(1986-1999). Mr. Thomasian earned a B.S. in Accountancy from Bentley University
and completed the Ernst & Young Executive Development Program at the Kellogg
School of Management, Northwestern University. Mr. Thomasian is licensed as a
certified public accountant by the State Boards of Accountancy in Maryland,
North Carolina, Washington, DC and Virginia.
There are no arrangements or understandings between Mr. Thomasian and any other
persons pursuant to which he was selected as an officer of the Company, and Mr.
Thomasian is not related to any other executive officer or director of the
Company. Mr. Thomasian has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Thomasian received an offer of employment from the Company, dated September
7, 2021 (the "Offer Letter"). Under the terms of the Offer Letter, Mr. Thomasian
will receive an annual base salary of $440,000.16, and will be eligible to
receive an annual performance bonus having a target value of 40% of his base
salary and prorated based on any partial year of service. Any award performance
bonus will be subject to Mr. Thomasian's continued employment through the
applicable payment date and any applicable performance criteria. In addition,
the Offer Letter provides that, effective as of his start date, Mr. Thomasian
will receive a grant of stock options under the Company's 2013 Omnibus Incentive
Plan to purchase 180,000 shares of the Company's common stock having an exercise
price per share equal to the closing price per share of the Company's common
stock on the grant date. The stock options will service-vest in equal annual
installments over a four-year period from the grant date. The Offer Letter also
provides for Mr. Thomasian's participation in the Company's employee benefits
programs and his execution of the Company's standard Confidentiality and
Proprietary Rights Agreement.
A copy of the press release of the Company, dated October 12, 2021, announcing
the appointment of Mr. Thomasian as Chief Financial Officer is attached to this
Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release issued by Precigen, Inc., dated October 12, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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