Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2023, upon the recommendation of the Nominating and Governance
Committee of the S&W Seed Company (the "Company") Board of Directors (the
"Board"), the Board appointed Elizabeth (Betsy) Horton to serve as a director of
the Company until the 2023 Annual Meeting of Stockholders, and until her
successor is duly elected and qualified, or until her earlier death, resignation
or removal.
On April 27, 2023, Ms. Horton notified the Company of her intent to resign from
her positions as Chief Financial Officer and corporate Secretary of the Company
effective upon the close of business on the earlier of (i) the day on which the
Company files its Quarterly Report on Form 10-Q for the Quarter ended March 31,
2023 and (ii) May 15, 2023.
On April 27, 2023, the Board also appointed Vanessa Baughman as the Company's
Interim Chief Financial Officer and corporate Secretary, effective concurrent
with Ms. Horton's resignation as Chief Financial Officer and corporate Secretary
of the Company. Ms. Baughman's appointment is expected to end on September 30,
2023 unless her interim position is mutually extended. Prior to joining the
Company, Ms. Baughman, 53, served as Chief Financial Officer, Vice President of
Finance of AgReliant Genetics, LLC, the largest North American company focused
solely on seed, headquartered in Westfield, Indiana, where she served as CFO
from January 2019 to March 2023. From January 2000 to January 2019, Ms. Baughman
held numerous finance roles of increasing responsibility at Monsanto Company, a
previously public agrochemical and agricultural biotechnology corporation
acquired by Bayer in June 2018, including as US Strategic Account, Distribution
Strategy and Licensing Finance Lead, Global Commercial Crop Protection and Seed
Applied Solutions Finance Lead and, most recently, NALAN Supply Chain Finance
Lead from September 2017 to January 2019. Ms. Baughman received a B.S. in
Accounting from University of Holy Cross and an MBA from the University of New
Orleans. She has also completed the General Management Program certification at
the Wharton School of Business at the University of Pennsylvania.
Ms. Baughman will receive a bi-weekly salary of $11,538.46 and will be eligible
to receive a bonus comprised of up to $50,000 upon completion of her interim
position and successfully meeting certain performance goals. Ms. Baughman is
eligible to participate in the Company's employee benefit plans, policies and
arrangements that are applicable to its other executive officers. The Company
also entered into its standard form of indemnification agreement with Ms.
Baughman.
There are no family relationships between Ms. Baughman and any of the Company's
current or former directors or executive officers. Ms. Baughman is not a party
to any transaction that would require disclosure under Item 404(a) of Regulation
S-K promulgated under the Securities Act of 1933.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses