Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On September 27, 2017, the Board appointed Thomas Burnell as President and Chief Executive Officer of the Company effective as of October 2, 2017.
There is no family relationship between Mr.
Burnell
and any of our other officers and directors. Except for the employment agreement between the Company and Mr.
Burnell as set forth below,
there are no understandings or arrangements between Mr.
Burnell
and any other person pursuant to which Mr.
Burnell
was appointed as President and Chief Executive Officer of the Company.
Set forth below is the biographical information on Mr.
Burnell
as required by Item 401 of Regulation S-K.
Mr. Burnell, age 55, is a senior executive with over 25 years of experience in the healthcare and veterinary marketplaces. In both staff positions, and under consulting agreements, Mr. Burnell has held numerous leadership roles. Mr. Burnell was the President of Boston Heart Diagnostics from July 2016 until March 2017, and he served as Operating Partner of Ampersand Capital Partners (“Ampersand”), a private-equity company, from January 2014 until December 2016, where he represented Ampersand’s investment in Elite One Source Nutrisciences, Inc.
From October 2014 until May 2016, Mr. Burnell served as Executive Chairman of Accuratus Lab Services, Inc, and from November 2009 until November 2014 he was President and Chief Executive Officer of Viracor-IBT Laboratories, Inc. From September 2012 until December 2014, Mr. Burnell was President and Chief Executive Officer of Nebraska Heart Hospital, and from September 2006 until September 2011, he was President and Chief Executive Officer of Eurofins Scientific, Inc, a publicly held company trading on the Euronex Exchange. From June 2002 until September 2006, he was President and Chief Executive Officer of GenomicFX, Inc., a leader in livestock and aquaculture genomics. In addition, from September 2000 until June 2002, Mr. Burnell held various senior management positions at ContiGroup Companies, Inc., a global agriculture, food and nutrition company. Mr. Burnell holds a PhD in Nutrition from the University of Kentucky and a BS and MS in animal sciences from the University of Nebraska-Lincoln.
Employment Agreement
On September 27, 2017, the Company entered into an employment agreement (the “Employment Agreement”) with Thomas Burnell pursuant to which Mr. Burnell will act as President and Chief Executive Officer of the Company for a period of 3 years commencing on October 2, 2017 (the “Effective Date”). Pursuant to the terms of the Employment Agreement, Mr. Burnell shall receive a base salary of $300,000 per year, provided that Mr. Burnell shall not receive such salary until the earlier of (i) such time that the Company is sufficiently funded, which determination shall be made collectively by management of the Company and the Board and (ii) 90 days following the Effective Date (collectively, the “Accrual Period”). In the event that the Company is unable to pay the accrued salary at the end of the Accrual Period, Mr. Burnell may resign without relinquishing any right to compensation earned as of the date of termination (including, without limitation, $50,000 on account of the allocable portion of the annual bonus and any portion of the Restricted Stock Grant (as defined below) for which the restrictions, including vesting period, have lapsed). In addition to the base salary, Mr. Burnell shall receive (i) an annual bonus of up to $200,000, subject to the Board’s discretion and (ii) 1,000,000 shares of the Company’s common stock (the “Restricted Stock Grant”) which shall vest pursuant to the terms of the Employment Agreement.
In the event Mr. Burnell terminates the Employment Agreement not for Good Reason (as defined in the Employment Agreement), prior to the first anniversary of the Effective Date, Mr. Burnell shall reimburse the Company any bonus payments received in the calendar quarter immediately preceding the date of termination. In the event that the Company terminates the Agreement other than for Cause (as defined in the Employment Agreement) or in the event Mr. Burnell resigns for Good Reason (as defined in the Employment Agreement) and Mr. Burnell delivers to the Company a general release of all claims against the Company, Mr. Burnell shall receive (i) his then base salary for a period of six months following the termination date, (ii) any cash bonus earned with respect to a performance period or part thereof, (iii) certain COBRA (as defined in the Employment Agreement) benefits and (iv) all restrictions applicable to the Restricted Stock Grant shall lapse and none of the Restricted Stock Grant shall be subject to vesting restrictions.
The foregoing description is a summary only, does not purport to set forth the complete terms of the Employment Agreement and is qualified in its entirety by reference to the Employment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference.