ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of General Counsel and Secretary
On May 20, 2019, Beyond Meat, Inc. (the “Company”) issued a press release announcing that Teri L. Witteman, age 50, had been appointed by the Company’s Board of Directors to serve as General Counsel and Secretary of the Company effective May 20, 2019 (the “Start Date”). Mark J. Nelson, the Company’s current CFO, Treasurer and Secretary, will relinquish the role of Secretary effective as of Ms. Witteman’s Start Date.
Ms. Witteman joins the Company from Musick, Peeler & Garrett LLP, where she was a partner since April 2016, specializing in the areas of SEC compliance, corporate governance, and mergers and acquisitions. Before joining Musick Peeler, Ms. Witteman was an attorney with Anglin Flewelling Rasmussen Campbell & Trytten LLP from September 2004 to April 2016, having started her career with Latham & Watkins LLP in Los Angeles, where she focused on corporate finance and mergers and acquisitions. From December 2012 to September 2018, Ms. Witteman served as Secretary of Farmer Bros. Co. (Nasdaq: FARM), a national coffee roaster, wholesaler and distributor of coffee, tea and culinary products. Ms. Witteman received her Juris Doctor, Order of the Coif, from UCLA School of Law, and her B.A. in Economics, with honors and distinction, from the University of California, Berkeley.
Ms. Witteman has no family relationships that require disclosure pursuant to Item 401(d) of Regulation S-K and has not been involved in any transactions that require disclosure pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Witteman and any other person pursuant to which Ms. Witteman was appointed General Counsel and Secretary of the Company.
In connection with the appointment, Ms. Witteman executed an offer letter, which provides that she will be employed by the Company on an “at will” basis and will receive, among other things, an initial annual base salary of $300,000, and an annual cash bonus targeted at 50% of Ms. Witteman’s base salary (pro-rated for 2019), as determined by the Compensation Committee of the Board of Directors. In addition, Ms. Witteman will be eligible for certain change in control severance benefits pursuant to the Company’s form of Executive Change in Control Severance Agreement, including salary and benefits continuation and accelerated equity award vesting in certain circumstances.
Pursuant to the offer letter, subject to the approval of the Company’s Board of Directors, Ms. Witteman will be granted an option under the Company’s 2018 Equity Incentive Plan (the “Plan”) to purchase 250,000 shares of the Company’s common stock with an exercise price to be equal to the closing sales price of the Company’s common stock on the date of grant as reported by Nasdaq, and vesting as follows: the option vests and becomes exercisable as to 25% of the total shares on the first anniversary of the Start Date and 1/48
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of the total shares vests and becomes exercisable monthly thereafter such that the option is fully vested and exercisable on the fourth anniversary of the Start Date, subject to Ms. Witteman’s continuous service through the applicable vesting date. In addition, Ms. Witteman will be eligible for additional equity grants under the Plan as determined by the Compensation Committee of the Board of Directors.
The Company expects to enter into the Company’s standard form of indemnification agreement for directors and executive officers with Ms. Witteman, which requires us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at our request.
The foregoing description of Ms. Witteman’s employment terms is qualified in its entirety by reference to the full text of her offer letter, a copy of which is filed as Exhibit 10.1 attached hereto, and the terms of which are incorporated by reference herein.
A copy of the press release announcing Ms. Witteman’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.