Item 1.01 Entry Into a Material Definitive Agreement.
The information set forth under Item 5.02(c) below is incorporated in its
entirety herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(b) In connection with the hiring of Michael A. Hajost, John A. Dowdy, III
will cease serving as the Chief Financial Officer, Principal Financial Officer
and Principal Accounting Officer of Danimer Scientific, Inc. (the "Company")
effective as of the later of March 1, 2022 and the date on which the Company's
Annual Report on Form 10-K for the year ended December 31, 2021 has been filed
with the Securities and Exchange Commission (the "Form 10-K Filing Date"). Mr.
Dowdy will continue to serve in his current capacities as Chief Financial
Officer, Principal Financial Officer and Principal Accounting Officer until such
date and thereafter will remain employed by the Company and serve as the
Company's Senior Vice President of Financial Planning and Analysis.
(c) On January 16, 2022, Michael A. Hajost and the Company entered into an
Employment Agreement (the "Employment Agreement"). Under the Employment
Agreement, Mr. Hajost will commence his employment with the Company on February
7, 2022 initially in the role of Special Advisor to the Chief Executive Officer.
Effective as of the later of March 1, 2022 and the Form 10-K Filing Date, Mr.
Hajost will become the Company's Chief Financial Officer. When he becomes the
Company's Chief Financial Officer, Mr. Hajost will also serve as the Company's
Principal Financial Officer and Principal Accounting Officer.
Mr. Hajost is 58 years old. Since January 2019, Mr. Hajost has served as
Executive Vice President, Finance, and Chief Financial Officer of Strategic
Materials, Inc., a North American glass recycler with approximately 900
employees in over 50 locations throughout the U.S., Canada and Mexico. During
his career at Strategic Materials, Mr. Hajost has had responsibility for
numerous corporate and operating finance functions, upgraded key finance
positions and led the overhaul of that company's financial reporting framework.
Prior to Strategic Materials, Mr. Hajost was Senior Vice President, Finance, and
Chief Financial Officer of Accuride Corporation, a manufacturer of wheel and
wheel-end components for the commercial truck, passenger car and off-road
vehicle industries, from 2015 to 2018. Mr. Hajost led the effort to recapitalize
Accuride, then a public company listed on the New York Stock Exchange (NYSE:
ACW), as a private company, resulting in Accuride being taken private by
Crestview Partners. From 2008 to 2015, Mr. Hajost was Vice President, Treasury
and Investor Relations, at Carpenter Technology Corporation (NYSE: CRS), a
NYSE-listed manufacturer of specialty alloys and engineered products used in the
aerospace & defense, energy, medical, automotive, and consumer & industrial
markets. At Carpenter Technology, Mr. Hajost was responsible for world-wide
management of treasury, financing and risk management activities. Prior to then,
Mr. Hajost was employed in multiple finance and treasury positions, including at
JBS Swift & Co. and Guidant Corporation. Mr. Hajost's corporate career was
preceded by five years of service as an officer in the U.S. Army where he
attained the rank of Captain. Mr. Hajost obtained his M.B.A. from the Booth
School of Business at the University of Chicago in 1992 and graduated from the
United States Military Academy with a B.S. degree in Engineering in 1985.
Mr. Hajost has no family relationships with any other director or executive
officer of the Company.
The Employment Agreement provides for a four-year term commencing on February 7,
2022 and continuing through February 6, 2026. Under the Employment Agreement,
Mr. Hajost will receive an annual base salary of $400,000. Additionally, the
Employment Agreement provides that Mr. Hajost is entitled to the following
one-time equity awards in connection with the commencement of his employment:
(i) a restricted stock unit ("RSU") award with a target grant date value of
$150,000, which will vest on the one year anniversary of the commencement date;
(ii) a RSU award with a target grant date value of $400,000, one-third of which
will vest on each of the first, second and third anniversaries of the
commencement date; and (iii) a stock option award with a target grant date value
of $400,000, one-third of which will vest on each of the first, second and third
anniversaries of the commencement date. The Employment Agreement also provides
that upon satisfaction of performance targets to be established by the Board of
Directors, Mr. Hajost will be entitled to receive an annual cash bonus award for
each year having a target equal to 75% of annual base salary with a maximum of
100% of annual base salary.
The Employment Agreement states that each year during the term, and promptly
following the commencement date of Mr. Hajost's employment with respect to 2022,
Mr. Hajost will receive a long term incentive award having a target grant date
value of $400,000, of which 50% will be in the form of a performance stock
award, vesting on the third anniversary of the grant date subject to
satisfaction of the performance target established by the Board with respect to
such award, and 50% will be in the form of stock options vesting in equal
one-third installments on each of the first, second and third anniversaries of
the grant date of such stock option.
Under the Employment Agreement, Mr. Hajost is also eligible to participate in
employee benefit plans offered to the Company's executives. Mr. Hajost will also
be entitled to reimbursement for his relocation expenses from his current
residence in Houston, Texas to Atlanta, Georgia up to an aggregate of $75,000,
which amount will be grossed up for tax purposes. The Company will also provide
Mr. Hajost an annual car allowance of $12,000.
Pursuant to the Employment Agreement, upon a termination of Mr. Hajost's
employment by the Company without cause, and provided that Mr. Hajost delivers
to the Company a waiver and release of claims: (i) Mr. Hajost will continue to
receive his base salary for 12 months, or 24 months if his employment is
terminated by the Company or any successor of the Company either upon the
occurrence of a change in control or within one year thereafter; and (ii) any
unvested equity awards that are held by Mr. Hajost, other than any unvested
performance stock award portion of any long term incentive award (an "excluded
award"), will automatically vest and become exercisable (as applicable) as of
the date of termination, provided that with respect to any excluded award, in
the case of a termination in connection with a change in control, such long term
incentive performance targets will be deemed achieved.
The Employment Agreement also contains certain restrictive covenants pursuant to
which Mr. Hajost is subject to non-competition and non-solicitation obligations
during the term thereof and for a period of 12 months following his termination
or, if he is receiving 24 months of severance as a result of being terminated
without cause in connection with a change of control, 24 months. The Employment
Agreement also contains customary non-disparagement covenants and
confidentiality obligations to which Mr. Hajost is subject.
All payments and benefits provided under the Employment Agreement will be
subject to any compensation recovery or clawback policy as required under
applicable law, rule or regulation or otherwise adopted by the Company from time
to time.
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Employment
Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K,
and incorporated herein by reference.
(e) As previously disclosed, the Company acquired Meredian Holdings Group,
Inc. ("MHG") by means of a merger (the "Merger") on December 29, 2020. On
January 16, 2022, the Board of Directors of the Company approved the assumption
of the remaining authorized but unissued shares under MHG's two legacy stock
incentive plans (collectively, the "MHG Legacy Plans") into the Company's 2020
Long-Term Incentive Plan (the "2020 LTIP"). As a result of this action, the
remaining shares of MHG common stock available for issuance under the MHG Legacy
Plans (as adjusted by the merger consideration exchange ratio in connection with
the Merger) (the "Adjusted Share Reserve") will become available for future
awards of Company common stock under the 2020 LTIP, and will not reduce the
number of shares of Company common stock previously authorized for grant under
the 2020 LTIP, provided that (i) such awards from the Adjusted Share Reserve may
only be made to individuals who were not employees or members of the board of
directors of the Company prior to the effective time of the Merger, (ii) such
Adjusted Share Reserve shares will not be available for grants after May 4,
2026, the last day on which they would have been available for grant under the
MHG Legacy Plans absent the Merger, and (iii) such awards from the Adjusted
Share Reserve are otherwise made in accordance with applicable laws, rules and
regulations.
Item 8.01 Other Events.
On January 20, 2022, the Company issued a press release relating to the hiring
of Mr. Hajost. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K. The information in this Item 8.01 of this Current
Report on Form 8-K and Exhibit 99.1 attached hereto is furnished pursuant to
Item 8.01 of Form 8-K and shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, and shall not be incorporated by
reference into any filing of the Company, whether made before or after the date
hereof, regardless of any general incorporation language in such filing, unless
expressly incorporated by specific reference to such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Employment Agreement, dated as of January 16, 2022, between
Michael A. Hajost and Danimer Scientific, Inc.
99.1 Press Release of Danimer Scientific, Inc., dated January 20, 2022.
(furnished not filed)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
© Edgar Online, source Glimpses