Form 8-K SENOMYX INC For: Feb 23

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 23, 2015

 

 

Senomyx, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation)

000-50791 (Commission File Number)

33-0843840 (I.R.S. Employer Identification No.)

 

4767 Nexus Centre Drive San Diego, California (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 2015 Executive Bonus Plan

 

 

On February 23, 2015, our Compensation Committee of our Board of Directors approved the 2015 Executive Bonus Plan, or the 2015 Bonus Plan, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

The terms of the 2015 Bonus Plan establish a threshold, target and maximum cash bonus amount along with an additional one-time commercialization incentive cash bonus amount, each expressed as a percentage of base salary for our executives. Bonus payments will be based on an evaluation by the Compensation Committee of the Company’s achievement of corporate performance metrics during 2015. For the one-time commercialization incentive portion of the 2015 Bonus Plan, achievement of the specified commercialization objective is required in order for an executive to earn such portion of the performance-based cash bonus.

 

For the corporate goals portion of the 2015 Bonus Plan, a minimum corporate goal achievement of greater than or equal to 50% is required for an executive to earn any performance-based cash bonus. The threshold bonus is earned if a corporate goal achievement of 50% is obtained. The target bonus is earned if a corporate goal achievement of 75% is obtained. The maximum bonus is earned if a corporate goal achievement of 100% is obtained. The specific bonus amount is based on a linear continuum from threshold to maximum. However, it is also important to note that the Compensation Committee retains broad discretion to modify the 2015 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 2015 Bonus Plan for extraordinary achievement or to reduce payout if economic and business conditions warrant.

 

On February 24, 2015, the Compensation Committee and our Board of Directors approved both the corporate performance objectives associated with the corporate goals portion of the 2015 Bonus Plan along with the commercialization objective associated with the commercialization incentive portion of the 2015 Bonus Plan. For the corporate goals portion of the 2015 Bonus Plan, our corporate performance objectives are a combination of commercialization and financial goals, which represent 65% of our corporate performance objectives, and discovery and development goals, which represent the remaining 35% of our corporate performance objectives.

 

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.

 

 

2014 Incentive Cash Bonus Payment Determinations

 

In March 2014, the Compensation Committee of our Board of Directors established our 2014 Executive Bonus Plan, or 2014 Bonus Plan. Under the terms of our 2014 Bonus Plan, the payout for all of our officers was calculated entirely based on our achievement of corporate goals during 2014 and a minimum corporate goal achievement of greater than or equal to 50% was required for an executive to earn any performance-based cash bonus.  Our 2014 corporate goals were a combination of commercialization and financial goals, which represented 57.5% of our corporate goals, and discovery and development goals, which represented the remaining 42.5% of our corporate goals.

 

The Compensation Committee assessed the company’s performance during the 2014 fiscal year against the 2014 corporate performance goals and determined that the overall level of achievement under the 2014 Bonus Plan was 48%. Consequently, the minimum corporate goal achievement percentage of 50% or greater required for the payment of performance-based cash bonuses was not met, and no bonuses will be paid to our officers for fiscal year 2014.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1        Senomyx, Inc. 2015 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.

 

 

	SENOMYX, INC.
	By:	/S/ ANTONY ROGERS
		Antony Rogers
		Senior Vice President and Chief Financial Officer
Date: February 26, 2015

 

 

Exhibit 99.1

 

Senomyx 2015 Executive Bonus Plan

 

The Senomyx 2015 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:

 

–

Attract, retain and reward highly skilled individuals by providing competitive incentives to employees of the Company who contribute significantly to company success

 

–

Align plan participants with Senomyx’s business objectives and performance expectations

 

–

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 2015 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, 2015 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, 2015 are initially eligible for the Bonus Plan. If following January 1, 2015 an individual is promoted or hired to the position of Vice President at any time during the 2015 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 range of bonus opportunity as a percentage of 2015 base salary for each participant is as follows:

 

	2015 Corporate Goals			Commercialization Incentive	Total Maximum1
Title	Threshold	Target	Maximum	Target
President and CEO	30%	60%	90%	30%	120%
Senior Vice President	20%	40%	60%	20%	80%
Vice President	17.5%	35%	52.5%	17.5%	70%

 

1.	Total Maximum bonus is payable based on two parameters; one is 100% achievement of 2015 corporate goals, and the second is the achievement of specified commercialization objectives.

 

Corporate Performance

 

Performance under the Bonus Plan will be determined 100% on the basis of the Company’s achievement against 2015 corporate goals along with the achievement of specified commercialization objectives, 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. Payouts may be made under two conditions. First, upon achievement of specified commercialization objectives adopted by the Board, a one-time performance bonus may be paid at target levels specified in the bonus opportunity chart. Secondly, a minimum achievement of greater than or equal to 50% of corporate goals is required prior to the payout of any remaining bonus under the Bonus Plan. If such corporate goal achievement is less than 50%, no additional payouts will be made unless the Compensation Committee, in its sole discretion, determines that there are other factors that merit consideration in the determination of bonus awards and that collectively or independently of the Company’s corporate goal achievement merit the payment of a bonus award. Unless other factors are applicable, target plan bonuses would typically be paid if a corporate goal achievement of 75% is obtained. Maximum plan bonuses would be considered if a corporate achievement of 100% is obtained. Applying the formula contemplated by the Bonus Plan, the plan bonus payout would be based, on a linear continuum from threshold to maximum (every 1% attainment above the threshold is worth 2% in incremental bonus opportunity as a percent of target–but the actual bonus payment will be made at the discretion of the Compensation Committee. A Total Maximum would be paid if specified commercialization milestones are met and 100% corporate goal achievement is obtained.

  

 

Form 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 the 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

 

Except as specifically provided in the performance objectives adopted by the Board, 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, 2016. Participants must be actively employed and be benefit eligible 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.

 

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