UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant
to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2 3 , 201 7
Senomyx, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) |
000-50791 (Commission File Number) |
33-0843840 (I.R.S. Employer Identification No.) |
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4767 Nexus Centre
Drive
(Address of principal executive offices) |
92121 (Zip Code) |
Registrant's telephone number, including area code: (858) 646-8300
Not Applicable.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of 201 7 Executive Bonus Plan
On February 23, 2017, our Board of Directors approved the 2017 Executive Bonus Plan, or the 2017 Bonus Plan, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Under the terms of our 201 7 Bonus Plan, the payout for all of our officers is calculated entirely based on our achievement of corporate goals during 2017. The corporate goals are comprised of a research and development, or “R&D,” component and a financial and commercial, or “F&C,” component. A minimum corporate goal achievement of greater than or equal to 50% of the combined R&D and F&C components is required in order for an executive to earn any performance-based cash bonus. However, the actual payment will be determined by separately evaluating the achievement of the R&D component and the F&C component of the corporate goals.
T he Compensation Committee retains broad discretion to modify the 2017 Bonus Plan at any time, including the methodology for calculating the specific bonus amounts. The Compensation Committee may also, in its sole discretion, determine to either increase the payout under the 2017 Bonus Plan for extraordinary achievement or to reduce payout if economic and business conditions warrant.
On February 23, 2017, our Board of Directors approved the corporate performance goals associated with the 2017 Bonus Plan. Our corporate performance goals are a combination of financial and commercial objectives, which represent 55% of our corporate performance goals, and research and development objectives, which represent the remaining 45% of our corporate performance goals.
The foregoing description is a summary only, is not necessarily complete, and is qualified by the full text of the underlying plan, which is filed as an exhibit to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Senomyx, Inc. 2017 Executive Bonus Plan.
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.
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SENOMYX, INC. |
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By: |
/S/ CATHERINE LEE |
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Catherine Lee |
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VP, General Counsel and Corporate Secretary |
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Date : February 24, 2017 |
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Exhibit 99.1
Senomyx 2017 Executive Bonus Plan
The Senomyx 2017 Executive Bonus Plan (the “Bonus Plan”) has been designed to align plan participants with the goals and business strategy of Senomyx, Inc. (“Senomyx” or “the Company”). This Bonus Plan is an important part of the Company’s commitment to recognize employees who contribute significantly to successful company performance and attainment of important business results. Specifically, the objectives of the Bonus Plan are as follows:
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Attract, retain and reward highly skilled individuals by providing competitive incentives to employees of the Company who contribute significantly to company success |
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Align plan participants with Senomyx ’s business objectives and performance expectations |
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Together with an employee ’s base salary, long-term equity incentives and other components of compensation, create an appropriate balance of incentives for executive employees to achieve both near-term and long-term strategic objectives |
Performance Period
The Bonus Plan is primarily intended to reward participants for their individual and corporate performance for the 2017 calendar year, although it is understood that the Compensation Committee of the Board of Directors (the “Compensation Committee”) may also consider events and performance after December 31, 2017 and until the date of any actual bonus determination under the Bonus Plan in measuring performance and determining the amount of an award, if any, under the Bonus Plan.
Eligibility
Employees of the Company with a title of Vice President or above as of January 1, 2017 are initially eligible for the Bonus Plan. If following January 1, 2017 an individual is promoted or hired to the position of Vice President at any time during the 2017 calendar year, then the individual will also be automatically eligible to participate under the Bonus Plan on a pro-rata basis, unless otherwise specifically provided by the Board of Directors or the Compensation Committee (see below “Mid-Year Promotions or New Hires” ).
Bonus Opportunity
The target and maximum bonus opportunity, as a percentage of 2016 base salary, for each participant is as follows:
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Title |
Target |
Maximum |
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President and CEO |
60% |
90% |
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Senior Vice President and/or Section 16 Officers |
40% |
60% |
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Vice President |
35% |
52.5% |
Corporate Performance
Performance under the Bonus Plan will be determined 100% on the basis of the Company ’s achievement against 2017 corporate goals, but the Compensation Committee also retains the flexibility to consider other factors. For instance, our performance management system also measures each executive’s performance competencies and impact on the organization. Using performance factors such as these, the Compensation Committee may also consider adjusting the calculated bonus payout which may result in an increase or decrease to an individual’s actual bonus payout. The Compensation Committee retains the right, more broadly to modify and administer the Bonus Plan, as described below under “Payout and Administration”.
Our corporate goals for the year are established by our Board of Directors and are weighted based on importance between financial, commercial- and research-based objectives. Our corporate goals are collectively designed to be stretch goals intended to be challenging but attainable. 100% goal achievement would represent a high level of success in our discovery and development programs coupled with achievement of our numerous financial and commercial goals.
Award Determination
Bonus payments under the Bonus Plan, if any, will be made at the discretion of the Compensation Committee. To qualify for bonus payment a 50% overall corporate goal achievement is required.
However, t he actual payment will be determined by looking separately: at research and development goals and at financial and commercial goals.
Provided that 50% overall corporate goal achievement has been met, the specific bonus payout for R&D goals, would be based on a linear continuum from 1-50% whereby every 1% R&D goal attainment is worth 1% in incremental R&D bonus opportunity as a percent of target; R&D goal attainment above 50% is worth 2% in incremental R&D bonus opportunity as a percent of target. Unless other factors are applicable, Target bonuses for corporate R&D goals would typically be paid if a corporate R&D goal achievement of 75% is obtained, subject to the final determination of any bonus award by the Compensation Committee. Maximum bonuses (150% of target) for corporate R&D goals would be considered if a corporate R&D achievement of 100% is obtained, subject to the final determination of any bonus award by the Compensation Committee.
For financial and commercial (F& C) goals, a performance matrix will be used such that for each F&C goal, a threshold, target and maximum achievement value will be defined. Each F&C goal will be independently measured and achievement between the threshold or maximum payout and target payout will be defined. For instance, a minimum threshold of 85% goal achievement would be required and would result in 70% of target bonus. A target of 100% goal achievement would result in 100% of target bonus, and a goal achievement of 120% would result in 150% of target bonus.
F orm of Bonus Payment
The Compensation Committee retains the discretion to pay bonus awards in full or in part in the form of cash or as “ Stock Awards” under the 2013 Equity Incentive Plan, as amended from time to time, or any simlar equity incentive plan that is subsequently adopted by the Company. In the case that the Compensation Committee elects to grant Stock Awards, the form and number of such awards shall be determined by the Compensation Committee in its sole discretion.
Mid-year Promotions and New Hires
In the event of a mid-year promotion the bonus will be calculated pro-rata at the salary and target level, first, prior to the promotion, and second, after the promotion based on th e actual number of days in each position. In the event of a new hire at the Vice President level or above, the bonus will be determined on a pro-rata basis at the salary and target level for the actual number of days of employment during the applicable year.
Payout and Administration
Payment of bonuses, whether in the form of cash or as a Stock Award, will be made as soon as practical after the end of the plan year, but generally not later than March 15, 2018. Participants must be actively employed at the time of payout to be eligible for any bonus payment. The Compensation Committee must approve all payments. The Compensation Committee can modify the Bonus Plan, including timing and form of payments, at any time in its sole discretion. The Compensation Committee may also, in its sole discretion, determine to either increase the payout under the Bonus Plan for extraordinary achievement or to reduce payout if economic and business conditions warrant.