SNES SenesTech Inc

On May 15, 2019, SenesTech, Inc. (“SenesTech” or the “Company”) announced the appointment of Kenneth Siegel as the Company’s Chief Executive Officer, effective May 16, 2019, succeeding the Company’s co-founder, Dr. Loretta Mayer, who will remain Chair of the board of directors of the Company and Chief Scientific Officer. Mr. Siegel has been a SenesTech director since February 2019.

Mr. Siegel, 63, has over 25 years of experience as an executive and senior leader of major corporations. Since September 2018, Mr. Siegel has served as a Director on the board of directors of Babcock & Wilcox Enterprises, Inc. From December 2016 to November 2018, Mr. Siegel served in key leadership roles at Diamond Resorts International Inc., a global vacation ownership company, most recently as President since March 2017. Prior to Diamond Resorts, he served as Chief Administrative Officer and General Counsel of Starwood Hotels & Resorts, a branded lifestyle hospitality company. An instrumental member of the Starwood leadership team, Mr. Siegel was intimately involved in Starwood’s emergence as an industry leader before its acquisition by Marriott International in 2016. Mr. Siegel played a pivotal role in Starwood’s transition to an asset-light business and was the architect of transactions that drove both top- and bottom-line benefits through industry leading initiatives. Prior to joining Starwood in 2000, Mr. Siegel spent four years as the Senior Vice President and General Counsel of Cognizant Corporation and its successor companies.

Under the terms of an employment letter agreement between Mr. Seigel and the Company dated May 16, 2019, Mr. Seigel will receive an annual base salary of $275,000 and will receive a one-time signing bonus of stock options representing 700,000 shares of common stock (the “Option”), which will vest on a quarterly basis over a three-year period, and will be subject to the terms and conditions of the Company’s 2018 Equity Incentive Plan (the “Plan”) and standard form of option agreement. Mr. Seigel will be eligible to receive annual Incentive bonus with a target value equal to 50% of his annual base salary, payable in cash, subject to his achievement of performance objectives to be determined by the Company’s compensation committee or board of directors. In addition, after each full year of employment with the Company, subject to Board approval, Mr. Sigel will receive an annual option grant (each, an “Additional Option”) valued at 35% of his then base salary, subject to such vesting terms as determined by the Board in its discretion. The Option and Additional Options that are granted to Mr. Siegel will remain exercisable for five (5) years following the end of his continuous service with the Company. Mr. Seigel will also be eligible to participate in the standard benefits, vacation and expense reimbursement plans offered to similarly situated employees, and will enter into the Company’s standard form of indemnification agreement applicable to its directors and officers.

In the event Mr. Siegel’s termination by the Company without Cause or Mr. Siegel resigns for Good Reason (as such terms are defined in his employment letter agreement), Mr. Siegel will be entitled to severance benefits equal to twelve (12) months continuation of his then base salary. In addition, the Company will reimburse Mr. Siegel for COBRA premiums in effect on the date of termination for coverage in effect for him and, if applicable, his spouse and dependent children on such date under the Company’s group health plan(s), Finally, the vesting of Mr. Siegel’s Option and Additional Options shall be accelerated such that he will be deemed vested in those shares subject to the Options that would have vested in the twelve (12) month period following his separation date had his employment not ended.

A copy of the employment letter agreement between the Company and Mr. Siegel is filed with this report as Exhibit 10.1 and is incorporated herein by reference.

A copy of the Company’s press release dated May 15, 2019 announcing Mr. Siegel’s appointment was previously filed with the Securities and Exchange Commission and is incorporated herein by reference.