Employees
As of June 30, 2001, we had 65 full-time employees, of whom 16 hold Ph.D.
degrees. Approximately 32 employees are engaged in research and development,
ten in sales and marketing, nine in management, accounting/finance, regulatory
and administration in the United States. In addition, we have 14 employees
engaged in manufacturing at our facility in Mexico. None of our domestic
employees is represented by a labor union. We have entered into a collective
bargaining agreement with a labor union that represents two employees at our
manufacturing plant in Tlaxcala, Mexico. We consider our employee relations to
be good.
Facilities
We are headquartered in Davis, California, where we occupy approximately
13,000 square-feet of office, research and development, sales and marketing and
laboratory space under a lease that expires in July 2008. Our fermentation
pilot plant occupies approximately 3,000 square-feet of this facility. We also
own a 208,000 square-foot fermentation, manufacturing and extraction facility
on approximately 35 acres in Tlaxcala, Mexico.
Legal Proceedings
We may from time to time become a party to various legal proceedings arising
in the ordinary course of our business. We are not currently subject to any
legal proceeding.
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MANAGEMENT
Executive Officers and Directors
The following table sets forth information regarding our executive officers
and directors and our key employees as of June 30, 2001.
Name Age Position
---- --- --------
<C>
Pamela G. Marrone, 44
Ph.D. ................. President, Chief Executive Officer and Chairman
Donald J. Glidewell..... 44 Vice President, Chief Financial Officer and Secretary
James Chambers.......... 35 Director of Sales and Marketing
Jennifer Ryder Fox, 51
Ph.D................... Vice President of Regulatory Affairs and Technical Development
G. Steven Burrill(2).... 56 Director
Jack Hunt(1)............ 56 Director
Frank F.C. Kung, 52
Ph.D.(1)............... Director
Walter Locher(2)........ 58 Director
Joe A. Mancini.......... 43 Director
George E. Myers(2)...... 43 Director
Ann Partlow(1).......... 57 Director
James A. 72
Schlindwein(2)......... Director
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
Pamela G. Marrone, Ph.D. has served as our President and Chief Executive
Officer and as Chairman of our board of directors since our incorporation in
January 1995. From February 1990 to January 1995, Dr. Marrone served as
President of Novo Nordisk Entotech, Inc., a subsidiary of the biotechnology
company Novo Nordisk A/S. Dr. Marrone has also held various management
positions at Monsanto Company, a leading provider of agricultural solutions to
growers worldwide. She received her Ph.D. from North Carolina State University
and holds a B.S. degree with honors and distinction in Entomology from Cornell
University.
Donald J. Glidewell has served as our Vice President, Chief Financial
Officer and Secretary since May 2000. From November 1994 to May 2000, Mr.
Glidewell served as Chief Financial Officer of Bio-Trends International, a
biotechnology company. In February 1999, Mr. Glidewell filed a plan of
reorganization under Chapter 13 of the federal bankruptcy laws as a result of
three separate floods that severely damaged riverfront real estate owned by
him, each of which was declared a federal disaster. Mr. Glidewell is licensed
by the California Society of Certified Public Accountants and holds a B.S. in
Business Administration, Accounting from Arizona State University
James Chambers has served as our Director of Sales & Marketing since June
2001. From August 1995 to January 2001, Mr. Chambers held product development,
sales and marketing positions with Monsanto Company. Most recently, he was a
Product Manager for a biotechnology product. Prior to that, he was a Market
Manager for the Dairy Division. He has also managed a family farm. Mr. Chambers
has a B.S. in Economics & Marketing from Ohio State University.
Jennifer Ryder Fox, Ph.D. has served as our Vice President of Regulatory
Affairs and Technical Development since August 2001. From May 1998 to July
2001, she served as our Director of Regulatory Affairs. From November 1994 to
May 1998, Dr. Fox served as a Manager of Regulatory Affairs at the agricultural
products group of FMC Corporation, an agricultural chemical company. She
received her Ph.D. in Agronomy & Horticulture and her M.S. in Soil Science from
New Mexico State University and holds a B.S. in Soil Science from California
Polytechnic State University.
G. Steven Burrill has served as a director since July 1999. Mr. Burrill is
the Chief Executive Officer of Burrill & Company, a private merchant bank
focused on life science companies, which he founded in January 1996. Prior to
that, Mr. Burrill spent 27 years with Ernst & Young, including the last 17
years as a partner of
47
the firm. Mr. Burrill currently serves on the boards of directors of DepoMed,
Inc., Paradigm Genetics, Inc., Third Wave Technologies, Inc. and Transgene SA.
Mr. Burrill holds a B.B.A. degree from the University of Wisconsin, Madison.
Jack Hunt has served as a director since March 1998. Since May 1995, Mr.
Hunt has served as President and Chief Executive Officer of King Ranch, Inc., a
ranching and agricultural business company. Mr. Hunt currently serves as a
director of King Ranch, Inc. and St. Mary Land and Exploration Company. Mr.
Hunt also currently serves as a member of the Texas Water Development Board.
Mr. Hunt is a member of the Board of Trustees of Baylor College of Medicine. He
received his M.B.A. from Harvard University and holds a B.A. from Williams
College.
Frank F.C. Kung, Ph.D. has served as a director since March 1998. Since
January 1997, Dr. Kung has served as managing member of BioAsia Investments
LLC, a venture capital firm. From January 1984 to May 1996, Dr. Kung served as
Chairman and Chief Executive Officer of Genelabs Technologies, Inc., a
biopharmaceutical company. He received both his Ph.D. in Molecular Biology and
his M.B.A. from the University of California, Berkeley. He holds a B.S. in
Chemistry from the National TsingHwa University, Taiwan.
Walter Locher has served as a director since November 1999. Since October
1997, Mr. Locher has been a consultant with GSM, LLC, a consulting firm. From
December 1990 to September 1997, Mr. Locher served as the Chief Executive
Officer of Anderson Clayton Corp., a cotton and cottonseed processor, and
concurrently served as President of Volkart International, Inc., an
international cotton trading house. He currently serves as President of Volkart
America, Inc. He received his Diploma in Management from IMD, Lausanne and
holds a Diploma in Commerce from Commercial College, Winterthur, Switzerland.
Joe A. Mancini has served as a director since December 2000. Since June
1997, Mr. Mancini has served with CDC Group Plc, a global private equity firm.
He is currently director of technology-related investments at CDC Capital
Partners, a division of CDC Group Plc. From January 1991 to May 1997, Mr.
Mancini served as a director of Eurocontinental (Advisers) Limited, advisers to
Eurocontinental Ventures S.A., a European venture capital fund. He received his
M.B.A. from Schiller International University, London. He holds a B.Eng. in
Civil Engineering and a B.Sc. in Mathematics, both from the University of
Sydney, Australia.
George E. Myers has served as a director since May 1997. Since 1995, Mr.
Myers has served as President of Ojai Ranch and Investment Co., Inc., a venture
capital and agricultural business firm. He holds a B.S. in Agricultural
Economics and Business Management from the University of California, Davis.
Ann Partlow has served as a director since May 1997. Since April 1974, Ms.
Partlow has worked at Rockefeller & Company as a financial advisor and has
served as the investment manager of Rockefeller & Company's Odyssey Fund since
1977. She holds a B.A. in Economics from Connecticut College.
James A. Schlindwein has served as a director since June 1998. Mr.
Schlindwein has served as a consultant to Morgan Stanley since August 1994. Mr.
Schlindwein also serves on the board of directors of a number of private
companies, including Imperial Sugar Group, Chilay Corp., Eggs Innovation,
Alaska Seafood International and Emmpak Foods.
Key Research and Development Managers
Our key research and development managers lead our new product discovery and
development and have significant technical expertise in microbiology, natural
product chemistry, entomology, plant pathology, fermentation, product
formulation and field development. Our key research and development managers
are:
Denise C. Manker, Ph.D. Dr. Manker has served as our Research Manager since
January 1996 and leads our natural product chemistry, microbiology and
secondary testing teams. She also co-led the project team that developed
Serenade. From September 1990 to November 1995, Dr. Manker served as a staff
researcher at Novo
48
Nordisk Entotech, Inc., a subsidiary of the biotechnology company Novo Nordisk
A/S, where she established and managed the natural products chemistry
laboratory. Dr. Manker holds a Ph.D. from Scripps Institution of Oceanography
and served as a post-doctoral research associate at the University of
California, Davis.
Desmond R. Jimenez, Ph.D. Dr. Jimenez has served as our Staff Scientist
since November 1995 and leads our primary screening and entomology teams. From
June 1993 to November 1995, he was employed at Novo Nordisk Entotech, Inc.
where he led advanced testing of insecticidal natural products, high throughput
bioassays, and mode of action studies for Bt bioinsecticide. Dr. Jimenez holds
a Ph.D. in Food and Nutritional Sciences from the University of Arizona and
served as a post-doctoral research associate at the USDA-ARS Horticultural
Research Lab and the Carl Hayden Bee Research Center.
Jian-Er Lin, Ph.D. Dr. Lin has served as our Manager of Fermentation/Process
Development since July 2000 and is responsible for developing and scaling up
manufacturing processes for our natural products. From August 1994 to July
2000, he served as a group leader, applications and technical support for
Sybron Chemicals, Inc. Dr. Lin also held technical microbiology and engineering
positions at Celgene Corporation, the U.S. EPA Research Laboratory and the
Michigan Biotechnology Institute. Dr. Lin holds a Ph.D. in
Biotechnology/Biochemical Engineering from the University of Michigan.
Scientific Advisory Board
Our Scientific Advisory Board is comprised of individuals specializing in
the fields of natural product chemistry, microbiology, biochemistry and
fermentation who from time to time provide our management with specific
expertise in both research and product development. Non-employee members of our
Scientific Advisory Board have received stock options and some have received
cash compensation. Our Scientific Advisory Board currently consists of the
following individuals:
. William Fenical, Ph.D. Professor of Oceanography and Director, Center for
Marine Biotechnology and Biomedicine, Scripps Institute of Oceanography,
University of California, San Diego; Scientific Founder, Nereus
Pharmaceuticals, a marine microbial natural products pharmaceutical
company.
. Bruce Hammock, Ph.D. Professor, Department of Entomology and Cancer
Research Center, University of California, Davis; Program Director,
National Institute of Environment and Health Science Superfund Basic
Research Project; Member, National Academy of Sciences.
. Tadeusz Molinski, Ph.D. Professor, Department of Chemistry, University of
California, Davis.
. David Block, Ph.D. Associate Professor, Departments of Viticulture and
Enology and Chemical Engineering and Materials Science, University of
California, Davis.
Board of Directors
Our board of directors is currently comprised of nine directors. All of our
directors hold office until the next annual meeting of stockholders or until
their successors are duly elected and qualified. Our certificate of
incorporation to be effective upon completion of this offering provides that,
as of the first annual meeting of stockholders, our board of directors will be
divided into three classes, each with staggered three-year terms. As a result,
only one class of directors will be elected at each annual meeting of our
stockholders, with the other classes continuing for the remainder of their
respective three-year terms.
Messrs. Burrill and Mancini and Dr. Kung have been designated as Class I
directors, and their terms will expire at the 2002 annual meeting of
stockholders; Messrs. Hunt and Myers and Ms. Partlow have been designated as
Class II directors, and their terms will expire at the 2003 annual meeting of
stockholders; and Messrs. Locher and Schlindwein and Dr. Marrone have been
designated as Class III directors, and their terms will expire at the 2004
annual meeting of stockholders.
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Board Committees
The audit committee of the board of directors was formed in May 1998 and
currently consists of Mr. Hunt, Dr. Kung and Ms. Partlow. The audit committee
reviews the results and scope of the annual audit and other services provided
by our independent auditors, reviews and evaluates our internal audit and
control functions and monitors transactions between us and our employees,
officers and directors.
The compensation committee of the board of directors was formed in May 1998
and currently consists of Messrs. Locher, Myers, Burrill and Schlindwein. The
compensation committee exercises the authority of our board of directors on all
compensation matters, including both cash and equity incentive compensation,
and administers our employee benefit plans.
Compensation Committee Interlocks and Insider Participation
None of our executive officers serves as a member of the board of directors
or compensation committee of any entity that has one or more executive officers
serving as a member of our board of directors or compensation committee.
Director Compensation
Our directors who are also employees receive no additional compensation for
their services as directors. Our non-employee directors do not receive a fee
for attendance in person at meetings of our board of directors or committees of
our board of directors, but they are reimbursed for travel expenses and other
out-of-pocket costs incurred in connection with their attendance at meetings.
In addition, our non-employee directors are eligible to receive options and be
issued shares of common stock directly under our 2001 non-employee director
stock option program. Upon the effective date of the registration statement
relating to this offering, each non-employee director will automatically be
granted an option to purchase 5,000 shares of our common stock with subsequent
annual options to purchase 5,000 shares of our common stock, both at an
exercise price per share equal to the fair market value of the common stock at
the date of grant. Our directors who are also employees are eligible to receive
options and be issued shares of common stock directly under our 2000 stock
incentive plan.
Executive Compensation
The following table sets forth information concerning the compensation that
we paid during the fiscal year ended December 31, 2000 for services rendered to
us in all capacities to our Chief Executive Officer and our most highly
compensated executive officers whose total salary, bonus and other compensation
exceeded $100,000 during that fiscal year. We refer to these persons as named
executive officers elsewhere in this prospectus. In accordance with the rules
of the Securities Exchange Commission, the compensation described in this table
does not include perquisites and other personal benefits received by the
executive officers named in the table below which do not exceed the lesser of
$50,000 or 10% of the total salary and bonus reported for these executive
officers.