Item 5. Other Information
Item 5. Other Information
On May 8, 2023, the Company entered into an agreement (each, an “A&R Employment Agreement”) with each of Carl Hull, William “Trey” Martin, III, Kevin Herde, Peter Leddy, Ph.D. and Christine Dolan (the “Executives”), which amends and restates each Executive’s employment agreement with the Company to incorporate changes to certain of the severance benefits to which the Executives will be entitled in connection with a termination of employment without Cause or for Good Reason (as applicable), both absent and in connection with a Change in Control (as defined in each A&R Employment Agreement), as summarized below.
Pursuant to the A&R Employment Agreement for each of Messrs. Hull, Martin, and Herde and Dr. Leddy, the Executive’s severance benefits will be amended and restated to provide that upon a termination of employment without Cause or for Good Reason: (i) absent a Change in Control (a “Non-CIC Termination”), the Executive’s severance entitlements will include (a) earned and unpaid annual bonus for the calendar year ending prior to the date of termination (the “Earned Bonus Severance”), (b) continued payment of base salary in substantially equal installments in accordance with the Company’s regular payroll practices (the “Base Salary Severance”) for a period of 12 months, (c) a pro-rata target annual bonus for the year in which termination occurs, calculated based on the number of days the Executive was employed during such year (the “Pro-Rata Bonus Severance”) and (d) subject to the Executive’s timely election of continuation coverage under COBRA, payment of the COBRA premiums for the Executive and the Executive’s eligible dependents, if any, (the “COBRA Severance”) for a period of 12 months, and (ii) that occurs during the 24-month period following a Change in Control (a “CIC Termination”), the Executive’s severance entitlements will include (a) the Earned Bonus Severance, (b) the Base Salary Severance for a period of 24 months, (c) the Pro-Rata Bonus Severance, (d) an amount equal to two times the greatest of the Executive’s (x) target annual bonus for the fiscal year of the Executive’s termination of employment, (y) the calculation of an annual bonus based on (A) Executive’s base salary and annual bonus target in place at the time of the Change in Control and (B) the average of the Company performance achievement percentage applied to calculate annual bonuses under the Company’s annual bonus program with respect to the two fiscal years prior to the fiscal year in which the termination occurs and (z) the annualized amount accrued with respect to the Executive’s annual bonus for the fiscal year in which termination occurs, payable in substantially equal installments over 24 months in accordance with the Company’s regular payroll practices (the “Bonus Severance”) and (e) the COBRA Severance for a period of 18 months.
Pursuant to Ms. Dolan’s A&R Employment Agreement, Ms. Dolan’s severance benefits will be amended and restated to provide that (i) upon a termination of employment without Cause absent a Change in Control, Ms. Dolan’s severance entitlements will include: (a) the Earned Bonus Severance, (b) Base Salary Severance for a period of 12 months, (c) the Pro-Rata Bonus Severance and (d) the COBRA Severance for a period of 12 months, and (ii) pursuant to a CIC Termination without Cause or for Good Reason, Ms. Dolan’s severance entitlements will include: (v) the Earned Bonus Severance, (w) the Base Salary Severance for a period of 24 months, (x) the Pro-Rata Bonus Severance, (y) the Bonus Severance and (z) the COBRA Severance for a period of 18 months.
Pursuant to the A&R Employment Agreement for each of Messrs. Hull, Martin and Herde and Dr. Leddy, the term “Good Reason” that applies in the context of a Non-CIC Termination is amended and restated to include any of the following, in each case, without the Executive’s prior consent: (a) any action by the Company or Employer (as defined in the applicable A&R Employment Agreement) which results in a material reduction in the Executive’s authority, duties or responsibilities, (b) a material reduction in the Executive’s base salary or target annual bonus or (c) the relocation of the Executive’s principal office or place of work to a location that would cause an increase by more than 35 miles in the one-way commuting distance from the
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Executive’s principal personal residence to the principal office or business location at which the Executive is then required to perform services.
Pursuant to the A&R Employment Agreement for each of the Executives, the term “Good Reason” that applies in the context of a CIC Termination is amended and restated to include any of the following, in each case, without the Executive’s prior consent: (a) any action by the Company or Employer which results in a material reduction in the Executive’s title, status, authority, duties or responsibilities (in each case consistent with the Executive’s current title), (b) a reduction in the Executive’s base salary, target annual bonus or the target grant date value of the Executive’s annual equity award (in relation to the target for such Executive’s most recent annual equity award prior to the Change in Control or, if no such award, the target for such award for the Company executive most similarly situated to the Executive) or (c) the relocation of the Executive’s principal office or place of work to a location that would cause an increase by more than 35 miles in the one-way commuting distance from the Executive’s principal personal residence at the time of the Change in Control to the principal office or business location at which the Executive is then required to perform services.
Except as otherwise described herein, the terms and conditions of the A&R Employments Agreements are generally consistent with those contained in the prior employment agreements entered into with each of the Executives.
The foregoing is not a complete description of the parties’ rights and obligations under the A&R Employment Agreements and is qualified in its entirety by reference to the full text and terms of the A&R Employment Agreements, which are each attached hereto as Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5 and Exhibit 10.6 and incorporated herein by reference.
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Item 6. Exhibits
Exhibit Number Description
3.1 Amended and Restated Certificate of Incorporation of Maravai LifeSciences Holdings, Inc. dated November 19, 2020 (incorporated by reference to Exhibit 3.1 to Maravai Life Sciences Holdings, Inc.’s Form 8-K filed on November 25, 2020)
3.2 Amended and Restated Bylaws of Maravai LifeSciences Holdings, Inc. dated November 19, 2020 (incorporated by reference to Exhibit 3.2 to Maravai Life Sciences Holdings, Inc.’s Form 8-K filed on November 25, 2020).
10.1+* Employment Agreement by and among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC, and Peter M. Leddy , Ph.D. , dated as of June 27, 2022.
10.2+‡* Amended and Restated Employment Agreement by and among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and Carl W. Hull, dated as of May 8, 2023.
10.3+‡ Amended and Restated Employment Agreement by and among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and William “Trey” Martin, III, dated as of May 8, 2023.
10.4+‡ Amended and Restated Employment Agreement by and among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and Kevin Herde, dated as of May 8, 2023.
10.5+‡ Amended and Restated Employment Agreement by and among Maravai LifeSciences Holdings, Inc., Maravai Intermediate Holdings, LLC and Peter M. Leddy, Ph.D., dated as of May 8, 2023.
10.6+‡ Amended and Restated Employment Agreement by and among Maravai LifeSciences Holdings, Inc., Cygnus Technologies, LLC, MLSC Holdings, LLC and Christine Dolan, dated as of May 8, 2023.
31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1** Certification of the Chief Executive Officer pursuant to 18 U.S. C. Section 1350.
32.2** Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF XBRL Extension Definition Linkbase Document.
101.LAB XBRL Taxonomy Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101)
_______________
+ Indicates a management contract or compensatory plan or agreement.
* Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon request.
‡ Certain portions of this Exhibit that constitute confidential information have been redacted in accordance with Item 601(b)(10) of Regulation S-K.
** The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
Maravai LifeSciences Holdings, Inc.
By: /s/ Kevin Herde
Name: Kevin Herde
Title: Chief Financial Officer
Date: May 9, 2023
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