UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangement of Certain Officers. |
As reported in the Current Report on Form 8-K filed by Codexis, Inc. (the “Company” or “Codexis”) on January 23, 2023, Ross Taylor ceased to serve as the Company’s Chief Financial Officer and principal financial and accounting officer effective as of the date thereof.
In connection with Mr. Taylor ceasing to serve as Chief Financial Officer, Mr. Taylor and the Company entered into a Transition and Separation Agreement, dated as of February 3, 2023 (the “Transition and Separation Agreement”). Pursuant to the Transition and Separation Agreement, Mr. Taylor will provide transition services and provide advisory services to the Company’s Chief Executive Officer on an as-needed basis until March 6, 2023. During this period, Mr. Taylor shall continue to be paid his base salary, continue to vest into outstanding equity awards and be eligible for employee benefits at the same rate and to the same extent as he was paid and eligible immediately prior to the appointment of our new Chief Financial Officer. In addition, under the Transition and Separation Agreement, in exchange for continuing to serve the Company through March 6, 2023 (or such earlier date as the Company determines to terminate Mr. Taylor’s employment for other than cause) and Mr. Taylor’s timely delivery of a general release of claims against the Company and its affiliates after his termination of employment, the Company will pay Mr. Taylor as severance 12 months of Mr. Taylor’s base salary and, to the extent not previously paid, 85% of Mr. Taylor’s target bonus for fiscal year 2022, and will, at its cost, provide Mr. Taylor and his covered dependents with up to 12 months of continued healthcare coverage. Any equity awards that are unvested as of the date Mr. Tayler terminates employment will thereupon be forfeited.
The foregoing summary of the material terms of the Transition and Separation Agreement is qualified in its entirety by the complete terms of the agreement, which will be filed as an exhibit to Codexis’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2023.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 3, 2023
| CODEXIS, INC. | ||
| By: | /s/ Stephen Dilly | |
| Name: | Stephen Dilly | |
| Title: | President and Chief Executive Officer | |