Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 1, 2022, Nicole Williams' responsibilities as the Company's Chief
Strategy Officer expanded to include the oversight of the Company's marketing
and sales operations. Mrs. Williams has been in the position of Chief Strategy
Officer since May 1, 2021.
Mrs. Williams, 42, has over 10 years of experience leading marketing and
business development teams. From January 2017 to May 2021, Mrs. Williams worked
for Smith & Nephew, a medical technology company, serving initially as the
National Market Development Manager for the Robotics division and then
ultimately as the Director of Sales and Business Development for the Real
Intelligence division. In her roles at Smith & Nephew, Mrs. Williams, drove
product strategy in marketing and was responsible for driving sales and adoption
through strategic direction and program implementation. Mrs. Williams also
served as a Facility Administrator for DaVita Kidney Care from July 2017 to July
2018. Prior to that, she was Assistant Vice President of Marketing and Business
Development at Health One's Swedish Hospital from September 2011 to July 2017,
where she drove growth in orthopedics, facilitated the launch of a new burn
center, an 18-bed neuroscience center, and telemedicine program.
Under the terms of an employment letter agreement between Mrs. Williams and the
Company dated May 1, 2021, Mrs. Williams receives an annual base salary of
$175,000 and received a one-time signing bonus of stock options representing
25,000 shares of common stock (the "Option"), which will vest on a monthly 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. In addition, under the employment letter, Mrs. Williams is eligible
to receive an annual incentive bonus with a target value equal to $75,000, or as
otherwise determined by the Company, payable in cash, subject to her achievement
of performance objectives determined by the Company's Chief Executive Officer.
In addition, after each full year of employment with the Company, Mrs. Williams
will be eligible to receive an annual option grant (each, an "Additional
Option") consistent with her role as a member of the Company's leadership team,
and subject to the Board's approval. Mrs. Williams 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 Mrs. Williams' termination by the Company without Cause or Mrs.
Williams resigns for Good Reason (as such terms are defined in her employment
letter agreement), Mrs. Williams will be entitled to severance benefits equal to
six (6) months continuation of her then base salary. In addition, the Company
will reimburse Mrs. Williams for COBRA premiums in effect on the date of
termination for coverage in effect for her and, if applicable, her spouse and
dependent children on such date under the Company's group health plan(s) for the
first six (6) months after the date of termination.
A copy of the employment letter agreement between the Company and Mrs. Williams
is filed with this report as Exhibit 10.1 and is incorporated herein by
reference.
Mrs. Williams expanded role coincides with Steve Krause's transition from his
role as Executive Vice President, Sales and Marketing overseeing SenesTech's
sales and marketing function to a non-executive role where Mr. Krause will focus
on the continued evolution and expansion of the Company's agricultural market
and distributor channel.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished with this report:
10.1+ Employment Letter Agreement, dated as of May 1, 2021, by and between
SenesTech, Inc. and Nicole Williams .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
+ Certain information in this exhibit has been omitted pursuant to Item
601(a)(6) and Item 601(b)(10)(iv) of Regulation S-K.
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