DEF 14A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant

 

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-2

ARCADIA BIOSCIENCES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

 

No fee required.

 

 

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

 

 

 

Title of each class of securities to which transaction applies:

 

 

 

 

 

 

 

 

 

Aggregate number of securities to which transaction applies:

 

 

 

 

 

 

 

 

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

 

 

 

 

 

Proposed maximum aggregate value of transaction:

 

 

 

 

 

 

 

 

 

Total fee paid:

 

 

 

Fee paid previously with preliminary materials.

 

 

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

(1)

 

Amount Previously Paid:

 

 

 

 

 

 

 

 

(2)

 

Form, Schedule or Registration Statement No.:

 

 

 

 

 

 

 

 

(3)

 

Filing Party:

 

 

 

 

 

 

 

 

(4)

 

Date Filed:

 

 

 

 

 


https://cdn.kscope.io/85ad38bf42397592997cd9a80c04f422-img194726254_0.jpg 

202 Cousteau Place, Suite 105

Davis, CA 95618

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Wednesday, June 1, 2022

Dear Stockholders of Arcadia Biosciences, Inc.:

We are pleased to invite you to attend our 2022 Annual Meeting of Stockholders to be held on Wednesday, June 1, 2022 at 1:00 p.m. Central Time at Sherry Lane Place, Lobby Conference Room A, 5950 Sherry Lane, Dallas, TX 75225 (the “Annual Meeting”). At the Annual Meeting, we will ask you to consider the following proposals:

To elect two (2) Class I directors;
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending December 31, 2022;
To approve, on a nonbinding advisory basis, the compensation of our named executive officers; and
To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Our Board of Directors has fixed the close of business on April 5, 2022 as the record date for the Annual Meeting. Stockholders of record as of April 5, 2022 may vote at the Annual Meeting or any postponements or adjournments of the meeting. This notice of annual meeting, proxy statement, and form of proxy are being made available on or about April 19, 2022.

Your vote is important. Whether or not you plan to attend the meeting in person, we would like for your shares to be represented. Please vote as soon as possible via the Internet, telephone, or mail.

Sincerely,

Pamela Haley

Chief Financial Officer & Corporate Secretary

Davis, California

April 19, 2022

Whether or not you expect to participate in the Annual Meeting, please vote via the Internet, by phone, or complete, date, sign and promptly return the accompanying proxy card or voting instruction card in the enclosed postage-paid envelope so that your shares may be represented at the Annual Meeting.

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting To Be Held on June 1, 2022: This Proxy Statement, along with the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, is available at the following website: www.proxyvote.com.

 

 


PROXY STATEMENT

 

2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Wednesday, June 1, 2022

 

TABLE OF CONTENTS

 

 

Page

 

 

 

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

 

2

 

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 

9

Executive Officers and Directors

 

9

Non-Director Executive Officers

 

9

Nominees for Director

 

9

Other Non-Employee Directors

 

10

Board Composition

 

11

Board Meetings and Director Communications

 

12

Director Independence

 

12

Board Committees

 

12

Considerations in Evaluating Director Nominees

 

14

Board Leadership Structure

 

15

Board’s Role in Risk Oversight

 

15

Non-Employee Director Compensation

 

16

Non-Employee Director Compensation Policy

 

18

Section 16(a) Beneficial Ownership Reporting Compliance

 

19

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

20

 

EXECUTIVE COMPENSATION

 

22

Processes and Procedures for Compensation Decisions

 

22

2021 Summary Compensation Table

 

22

Executive Employment Arrangements

 

23

Outstanding Equity Awards at Fiscal Year-End

 

25

 

EQUITY BENEFIT AND STOCK PLANS

 

26

 

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

 

28

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

30

Policies and Procedures for Related Party Transactions

 

30

 

COMMUNICATIONS WITH OUR BOARD OF DIRECTORS

 

31

 

AUDIT COMMITTEE REPORT

 

32

 

 

 

PROPOSAL ONE: ELECTION OF DIRECTORS

 

33

 

 

 

PROPOSAL TWO: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

 

34

 

 

 

PROPOSAL THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

36

 

 

 

ANNUAL REPORTS

 

37

 

 

 

OTHER MATTERS

 

38

 

iii


ARCADIA BIOSCIENCES, INC.

PROXY STATEMENT

FOR 2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 1:00 p.m. Central Time on Wednesday, June 1, 2022

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors (the “Board” or “Board of Directors”) for use at the 2022 Annual Meeting of stockholders of Arcadia Biosciences, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on Wednesday, June 1, 2022 at 1:00 p.m. Central Time at Sherry Lane Place, Lobby Conference Room A, 5950 Sherry Lane, Dallas, TX 75225. References in this Proxy Statement to “we,” “us,” “our,” the “Company” or “Arcadia” refer to Arcadia Biosciences, Inc.

The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report is first being mailed on or about April 19, 2022 to all stockholders entitled to vote at the Annual Meeting.

THE INFORMATION PROVIDED IN THE “QUESTION AND ANSWER” FORMAT

BELOW IS FOR YOUR CONVENIENCE ONLY AND IS MERELY A SUMMARY OF

THE INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD

READ THIS ENTIRE PROXY STATEMENT CAREFULLY.

1


QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

Q: What is included in the proxy materials?

A: The proxy materials include this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022 (the “Annual Report”). These materials were first made available to you via the Internet on or about April 19, 2022. Our principal executive offices are located at 202 Cousteau Place, Suite 105, Davis, CA 95618, and our telephone number is (530) 756-7077. We maintain a website at www.arcadiabio.com. The information on our website is not a part of this Proxy Statement.

Q: Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

A: In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have elected to furnish our proxy materials, including this Proxy Statement and the Annual Report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 19, 2022 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials via the Internet to help reduce the environmental impact of our annual meetings of stockholders.

Q: What items will be voted on at the Annual Meeting?

A: Stockholders will vote on the following items at the Annual Meeting:

to elect Kevin Comcowich and Albert D. Bolles as Class I directors;
to ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending December 31, 2022;
to approve, on a nonbinding advisory basis, the compensation of our named executive officers; and
to transact such other business that may properly come before the Annual Meeting or at any adjournment or postponement thereof.

Q: How does the Board of Directors recommend I vote on these proposals?

A: The Board recommends a vote:

FOR the election of Kevin Comcowich and Albert D. Bolles as Class I directors;
FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending December 31, 2022; and
FOR the approval, on a nonbinding advisory basis, of the compensation of our named executive officers.

Q: Who may vote at the Annual Meeting?

A: Stockholders of record as of the close of business on April 5, 2022 (the “Record Date”) are entitled to receive notice of, to attend, and to vote at the Annual Meeting. As of the Record Date, there were 22,188,918 shares of Arcadia’s common stock issued and outstanding, held by 41 holders of record. Each share of Arcadia’s common stock is entitled to one (1) vote on each matter.

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Q: What is the voting requirement to approve each of the proposals?

A: Each director is elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors at the Annual Meeting. “Plurality” means that the nominees who receive the largest number of votes cast “for” are elected as directors. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected as Class I directors, to serve until the 2025 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accountants requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes will have no effect and will not be counted towards the vote.

The approval of compensation of our named executive officers requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes will have no effect and will not be counted towards the vote.

A summary of the voting provisions provided a valid quorum is present or represented at the Annual Meeting, for the matters described in “What items will be voted on at the Annual Meeting?” is as follows:

 

Proposal
No.

Vote

Board Voting
Recommendation

Routine or

Non-Routine

Discretionary
Voting by
Broker
Permitted?

Vote
Required for
Approval

Impact of

Abstentions

Impact of
Broker
Non-votes
(Uninstructed
Shares)

1

Election of director nominee

FOR

Non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.

No

Plurality

No impact

No impact

2

Ratification of independent registered public accounting firm

FOR

Routine, thus if you hold your shares in street name, your broker may vote your shares for you absent any other instructions from you.

Yes

Majority of votes cast affirmatively or negatively

No impact

Broker has the discretion to vote

3

Approval on a nonbinding advisory basis, the compensation of our named executive officers

FOR

Non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.

No

Majority of votes cast affirmatively or negatively

No impact

No impact

 

Q: How many shares must be present or represented to conduct business at the Annual Meeting?

A: At the Annual Meeting, the presence in person or by proxy of a majority of the aggregate voting power of the stock issued and outstanding and entitled to vote at the Annual Meeting is required for the Annual Meeting to proceed. If you have returned valid proxy instructions or attend the Annual Meeting in person, your shares of common stock will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the meeting.

3


Q: If I am a stockholder of record, how do I vote?

A: If you are a stockholder of record, there are four ways to vote:

In person. You may vote in person at the Annual Meeting. The Company will give you a ballot when you arrive.
Via the Internet. You may vote by proxy via the Internet by following the instructions found on the proxy card.
By Telephone. You may vote by proxy by calling the toll-free number found on the proxy card.
By Mail. You may vote by proxy by filling out the proxy card and returning it in the envelope provided. If you vote by mail, your proxy card must be received by June 1, 2021.

Please note that the Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time (8:59 p.m. Pacific Time) on May 31, 2022.

Q: If I am a beneficial owner of shares held in street name, how do I vote?

A: If you are a beneficial owner of shares held in street name, you should have received from your broker, bank, trustee or other nominee instructions on how to vote or instruct the broker to vote your shares, which are generally contained in a “vote instruction form” sent by the broker, bank, trustee or other nominee. Please follow their instructions carefully. Street name stockholders generally may vote by one of the following methods:

In person. If you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy to you by your broker, bank, trustee, or other nominee.
Via the Internet. You may vote by proxy via the Internet by following the instruction form provided to you by your broker, bank, trustee, or other nominee.
By Telephone. You may vote by proxy by calling the toll-free number found on the vote instruction form provided to you by your broker, bank, trustee, or other nominee.
By Mail. You may vote by proxy by filling out the vote instruction form and returning it in the envelope provided to you by your broker, bank, trustee, or other nominee.

Q: What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

A: Stockholder of Record. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you are considered the stockholder of record with respect to those shares, and the Notice or these proxy materials were sent directly to you by Arcadia.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and the Notice or these proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account.

Q: How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

A: Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. Your broker will not have discretion to vote on the election of directors, which is a “non-routine” matter, absent direction from you, resulting in broker non-votes.

4


Q: Can I change my vote or revoke my proxy?

A: If you are the stockholder of record, you may change your vote by (1) granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), (2) providing a written notice of revocation to Arcadia’s Corporate Secretary at Arcadia Biosciences, Inc., 202 Cousteau Place, Suite 105, Davis, CA 95618 prior to your shares being voted, or (3) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request or vote in person at the Annual Meeting.

For shares you hold beneficially in street name, you generally may change your vote by submitting new voting instructions to your broker, bank, trustee, or nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

Q: Can I attend the meeting in person?

A: You are invited to attend the Annual Meeting if you are a registered stockholder or a street name stockholder as of April 5, 2022, the Record Date. In order to enter the Annual Meeting, you must present a form of photo identification acceptable to us, such as a valid driver’s license or passport. If you hold your shares beneficially in street name, you will need to provide proof of stock ownership as of the Record Date. Please note that since a street name stockholder is not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Please be aware that attendance at the Annual Meeting will not, by itself, revoke a proxy.

Q: If I submit a proxy, how will it be voted?

A: When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in the Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described above under “Can I change my vote or revoke my proxy?”

Q: How are proxies solicited for the Annual Meeting?

A: Our Board of Directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We may, on request, reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank, or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies. We have hired Regan & Associates, Inc. to assist in soliciting proxies from brokers, bank nominees and other stockholders, and we will pay Regan & Associates, Inc. $18,000, plus reasonable out-of-pocket expenses.

5


Q: What should I do if I get more than one proxy or voting instruction card?

A: Stockholders may receive more than one set of voting materials, including multiple copies of the proxy materials and multiple Notices, proxy cards, or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one set of proxy materials or one Notice. You should vote in accordance with all of the proxy cards and voting instruction cards you receive relating to our Annual Meeting to ensure that all of your shares are counted.

Q: I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

A: The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process is commonly referred to as “householding.”

Brokers with account holders who are Arcadia stockholders may be householding our proxy materials. A single set of proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you notify your broker or Arcadia that you no longer wish to participate in householding.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker, (2) direct your written request to: Investor Relations, Arcadia Biosciences, Inc., 202 Cousteau Place, Suite 105, Davis, CA 95618 or (3) contact our Investor Relations department by email at ir@arcadiabio.com or by telephone at (530) 750-7191. Stockholders who receive multiple copies of the proxy statement or annual report at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Annual Report and Proxy Statement to a stockholder at a shared address to which a single copy of the documents was delivered.

Q: What if I have questions about my shares or need to change my mailing address?

A: You may contact our transfer agent, AST, by telephone at (800) 937-5449 (U.S.) or (718) 921-8124 (outside the U.S.), or by email at help@astfinancial.com, if you have questions about your Arcadia shares or need to change your mailing address.

Q: Who will tabulate the votes?

A: Pamela Haley, the Company’s Chief Financial Officer, will serve as the Inspector of Elections and will tabulate the votes at the Annual Meeting.

Q: Where can I find the voting results of the Annual Meeting?

A: We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to this Current Report on Form 8-K as soon as they become available.

6


Q: What is the deadline to propose actions for consideration at next year’s Annual Meeting of Stockholders or to nominate individuals to serve as directors?

A: Stockholder Proposals: Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual meeting of stockholders by submitting their proposals in writing to Arcadia’s Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2023 Annual Meeting of Stockholders, the Corporate Secretary of Arcadia must receive the written proposal at our principal executive offices no later than December 20, 2022. If we hold our 2023 Annual Meeting of Stockholders more than 30 days before or after June 1, 2023 (the one-year anniversary date of the 2022 Annual Meeting of Stockholders), we will disclose the new deadline by which stockholders proposals must be received in a press release or under Item 5 of Part II of our earliest possible Quarterly Report on Form 10-Q or a Current Report on Form 8-K. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials.

Proposals should be addressed to:

Arcadia Biosciences, Inc.

Attn: Corporate Secretary

202 Cousteau Place, Suite 105

Davis, CA 95618

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (1) pursuant to our proxy materials with respect to such meeting, (2) by or at the direction of our Board of Directors, or (3) by a stockholder (i) who is a stockholder of record at the time the stockholder provides proper written notice of the proposal which the stockholder seeks to present at our annual meeting and (ii) who has timely complied in proper written form with the notice procedures set forth in our bylaws. In addition, for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to our bylaws and applicable law. To be timely for our 2023 Annual Meeting of Stockholders, the Corporate Secretary must receive the written notice at our principal executive offices:

not earlier than the close of business on February 1, 2023, and
not later than the close of business on March 4, 2023.

If we hold our 2023 Annual Meeting of Stockholders more than 30 days before or after June 1, 2023 (the one-year anniversary date of the 2022 Annual Meeting of Stockholders), then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received by the Corporate Secretary at our principal executive offices not later than the close of business on the later of:

the 90th day prior to such annual meeting, and
the 10th day following the day on which public announcement of the date of such annual meeting is first made.

If a stockholder who has notified us of his, her, or its intention to present a proposal at an annual meeting does not appear to present his, her, or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

To be in proper written form, a stockholder’s notice to the Corporate Secretary shall set forth:

(A) As to each matter of business the stockholder intends to bring before the annual meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend our bylaws, the language of the proposed amendment), the reasons for conducting such business at the meeting and any interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made;

7


(B)
As to the stockholder giving notice and the beneficial owner, if any, on whose behalf the business is proposed (each, a “party”), (1) the name and address of each such party; (2) the class, series and number of shares of capital stock of the Company which are owned, directly or indirectly, beneficially and of record by each such party, (3) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Company or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by each such party, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company, (4) any proxy, contract, arrangement, understanding, or relationship pursuant to which either party has a right to vote, directly or indirectly, any shares of any security of the Company, (5) any short interest in any security of the Company held by each such party (a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (6) any rights to dividends on the shares of the Company owned beneficially directly or indirectly by each such party that are separated or separable from the underlying shares of the Company, (7) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which either party is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (8) any performance-related fees (other than an asset-based fee) that each such party is directly or indirectly entitled to based on any increase or decrease in the value of shares of the Company or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of each such party’s immediate family sharing the same household (which information set forth in this paragraph shall be supplemented by such stockholder or such beneficial owner, as the case may be, not later than ten (10) days after the record date for determining the stockholders entitled to notice of the meeting and/or to vote at the meeting to disclose such ownership as of such record date) (these preceding eight requirements, collectively referred to as the “Notice Requirements”).

Nomination of Director Candidates: A stockholder that wants to recommend a candidate for election to the Board should direct the recommendation in writing by letter to the Company, attention of the Corporate Secretary, at 202 Cousteau Place, Suite 105, Davis, CA 95618. The recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and the Company, and evidence of the recommending stockholder’s ownership of Company stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for Board membership.

In addition, our bylaws permit eligible stockholders to nominate directors for election at an annual meeting of stockholders. To be eligible, a stockholder must be a stockholder of record at the time the stockholder provides proper written notice of the proposed nomination. Nominations by eligible stockholders must also be in proper written form in compliance with our bylaws as summarized below. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time periods described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.

To be in proper written form, a stockholder’s notice to the Corporate Secretary shall set forth:

(A)
As to each person whom the stockholder proposes to nominate for election or re-election as a director (1) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act, and (2) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected.
(B)
As to each party on whose behalf the nomination is made, the Notice Requirements as described on pages 7 and 8 of this Proxy Statement.

Availability of Bylaws: A copy of our bylaws is available in the Investors section of our website at http://ir.arcadiabio.com under “Corporate Governance.” You may also contact the Corporate Secretary at the address given above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates. The bylaws, and not the foregoing summary, together with applicable law, control stockholder actions and nominations relating to our annual meetings.

8


DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Executive Officers and Directors

The following table sets forth the names, ages and positions of our executive officers, directors, and director nominees (ages as of April 5, 2022):

 

Name

 

Age

 

Position

Stanley E. Jacot, Jr.

 

52

 

President and Chief Executive Officer

Pamela Haley

 

51

 

Chief Financial Officer

Laura Pitlik

 

48

 

Chief Marketing Officer

Kevin Comcowich

 

53

 

Chair of the Board of Directors

Albert D. Bolles, Ph.D.

 

64

 

Director

Deborah Carosella

 

65

 

Director

Lilian Shackelford Murray

 

63

 

Director

Amy Yoder

 

55

 

Director

Gregory D. Waller

 

72

 

Director

 

Non-Director Executive Officers

Stanley E. Jacot, Jr. was appointed as our President and Chief Executive Officer in February 2022. He brings nearly 35 years of retail consumer marketing and executive leadership experience. Mr. Jacot served as president of Jane’s Dough Foods, a producer of frozen dough and pizza products including branded, private label and co-packed products, from 2015 to 2021. Prior to that, he was the vice president of marketing at Mission Foods and vice president of Borden Dairy Company’s branded dairy and yogurt division. Mr. Jacot has held a variety of senior marketing and operations positions with Conagra Foods Snacks and Kellogg Company. Mr. Jacot has a bachelor of science degree in marketing from DePaul University in Chicago, Illinois.

Pam Haley was appointed as our Chief Financial Officer in September 2019. She previously served as the Controller from September 2014 to September 2019, and previously served in various other accounting management positions since joining the Company in 2005. Ms. Haley brings more than 25 years of financial and accounting experience. She previously worked in the telecommunications and semiconductor industries, in addition to public accounting, prior to joining Arcadia. She is a certified public accountant and a graduate of the University of Arizona where she earned a bachelor’s degree in accounting.

Laura Pitlik was appointed as our Chief Marketing Officer in July 2021. She is an accomplished marketing executive, her experience developing new products and brands began early in her career when she led the launch of Dr Pepper® Cherry and continued when she launched the first national line of all-natural breads, Nature’s Pride®, for Hostess Brands. Since then, she has continued to build deep expertise leading marketing and innovation efforts across Fortune 500, mid-sized and private equity-owned companies, growing brands including Wonder® Bread and On The Border® tortilla chips and salsas. Ms. Pitlik served as Senior Vice President of Air Care for Niteo products, a formulator and distributor of automotive, marine and recreational vehicle products, from August 2019 to July 2021, as Senior Vice President of Marketing and Innovation for Century Snacks, a food company, from June 2017 to August 2019, and as Vice President of Marketing and Innovation at Truco Enterprises from September 2014 to February 2017. Laura earned a BS in advertising and public relations from Texas Christian University and holds an MBA from the Cox School of Business at Southern Methodist University.

Each executive officer serves at the discretion of our Board of Directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Nominees for Director

Kevin Comcowich has served as a director of our Company since November 2016. Before retiring in 2014, he was a founder and portfolio manager of HTX Energy Fund, a hedge fund, in Houston, Texas since 2012. He was

9


previously the President and Chief Investment Officer (CIO) of Sound Energy Partners and served as Chief Information Officer and research analyst for Southport Energy Plus Partners Fund. Mr. Comcowich received his MBA from the University of Indiana and earned his bachelor’s degree from the College of the Holy Cross. We believe Mr. Comcowich is qualified to serve on our Board of Directors due to his extensive experience in financial leadership, business strategy, investment management and global capital market strategies.

Albert D. Bolles, Ph.D. joined our Board of Directors in May 2019. Since June 2019, he has served as the Chief Executive Officer of Landec Corporation, a publicly held company that designs, develops, manufactures, and sells differentiated products for food and biomaterials markets. Prior to Landec, Dr. Bolles served as the Executive Vice President, Chief Technology and Operations Officer of ConAgra Foods, a leading consumer products food company, where he directed the development and execution of multiple product innovations since joining the company in 2006. Prior to ConAgra, Dr. Bolles was the Vice President of worldwide research and development for PepsiCo Beverages and Foods and the research and development director for Gerber Foods. Dr. Bolles has experience partnering with the Food and Drug Administration and U.S Department of Agriculture and was instrumental in the passage of the Food Safety Modernization Act of 2010. He is a graduate of Michigan State University, where he earned Ph.D. and M.S. degrees in food science and a bachelor’s degree in microbiology. Dr. Bolles holds several patents and has won numerous awards for his contributions to food science, the industry and academics. He currently serves as a director of SunOpta, and served as a director of Landec from January 2019 to May 2019, both of which are publicly traded companies. We believe Dr. Bolles is qualified to serve on our Board of Directors because of his more than 30 years of experience in the consumer food industry and his expertise in global product innovation, corporate strategy and supply chain management, as well as his familiarity with corporate governance issues from serving on the Boards of other public companies.

Other Non-Employee Directors

Lilian Shackelford Murray joined our Board of Directors in June 2018, and had previously served as a Board observer to the Company from March 2007 until May 2015. Ms. Murray is a Managing Member of Ponte Partners, a secondary investment management firm, since January 2019. In 2010, Ms. Murray founded Dovedale Investments, LLC, a money management, which she currently manages. From 2002 to 2018, Ms. Murray served as a managing member of multiple investment management funds with Saints Capital. Ms. Murray was previously a managing director and senior healthcare banker at Prudential Volpe Technology Group and its predecessor, Volpe, Brown Whelan. Prior to Volpe, Ms. Murray was in investment banking with Wheat First Securities, Dean Witter Reynolds and EF Hutton. Ms. Murray’s prior board experience includes service as a director of eMedicine.com, Inc., which was sold to WebMD, LLC; Extended Care Information Network, Inc. which was sold to Allscripts Healthcare Solutions, Inc.; and LifeMasters Supported SelfCare, Inc. Ms. Murray received an MBA from Harvard Business School and a BS from the University of Virginia. Ms. Murray’s qualifications to serve on the Board include over 36 years of financial and management experience as a financial advisor, investment banker and managing director of investment funds, as well as her familiarity with the company’s business, operations and board functions from her previous service as a board observer.

Amy Yoder joined the Board in June 2017. Since June 2015, she has served as President and CEO of Anuvia Plant Nutrients, a company that creates enhanced plant nutrition products from recycled organic waste sources. From 2012 to 2015, Ms. Yoder was the President and CEO of Arysta Life Science, a publicly-held agricultural solutions company. Ms. Yoder has also held a variety of senior sales, marketing and executive positions with companies throughout the agricultural and related industries, including Spectrum Brands, BioLab and United Agri Products. Ms. Yoder received a bachelor’s degree in agricultural technology and systems management from Michigan State University, with an emphasis in crop and soil science. She has served on boards of various agricultural associations and universities and currently serves as a director for Compass Minerals International, a publicly traded company. We believe Ms. Yoder is qualified to serve on our Board of Directors due to her extensive experience across various agriculture sectors, deep knowledge of the capital markets and public board governance expertise.

Deborah Carosella joined our Board of Directors in February 2021. Ms. Carosella also serves as a director on the board of Landec Corporation where she is the chair of the compensation committee. Ms. Carosella has over 30 years of experience in the consumer products goods industry, with both large corporations and smaller, entrepreneurial, high growth companies. Ms. Carosella has extensive experience in the natural and organic foods

10


industry, and particular expertise in general management, customer and consumer strategy, strategic marketing, brand and new product development, and innovation. She has served as a strategic consultant for various natural and organic food companies and as an advisor to select private equity firms since 2017. Previously, Ms. Carosella was CEO of Madhava Natural Sweeteners, a Boulder, Colorado-based natural and organic sweetener company until December 2016. Prior to Madhava, Ms. Carosella was Senior Vice President of Innovation and a member of the Executive Leadership Team at WhiteWave/Dean Foods. She joined WhiteWave/Dean Foods from ConAgra Foods, Inc. where she held various roles including Vice President, General Manager and Vice President, Strategic Marketing and Innovation and Executive Vice President New Platforms while serving on the Executive Leadership Team with business unit- specific and enterprise-wide responsibilities. Ms. Carosella began her career in the advertising, branding and innovation agency business, serving as President of her own agency after working for several years with large, multi-national agencies. We believe Ms. Carosella is qualified to serve on our Board of Directors because of her more than 30 years of experience in consumer products and specifically in the areas of strategic marketing, branding and new product innovation.

Gregory D. Waller has served as a director of the Company since June 2017. He has also served as a board member of CHF Solutions since August 2011, a publicly traded company. From October 2011 to October 2015, Mr. Waller was Chief Financial Officer of Ulthera Corporation, a privately-held company providing ultrasound technology for aesthetic and medical applications, which was sold to Merz North America in July 2014. From March 2006 until April 2011, Mr. Waller was Chief Financial Officer of Universal Building Products, a manufacturer of concrete construction accessories. Mr. Waller served as Vice President-Finance, Chief Financial Officer and Treasurer of Sybron Dental Specialties, Inc., a manufacturer and marketer of consumable dental products, from August 1993 until his retirement in May 2005 and was formerly the Vice President and Treasurer of Kerr, Ormco Corporation, and Metrex. Mr. Waller’s prior board experience includes service as a director for the following publicly-traded companies: Endologix Corporation, from November 2003 to October 2020; Cardiogenesis Corporation, from April 2007 until its acquisition by Cryolife in 2011; Clarient, Inc., from December 2006 until its acquisition by General Electric Company in December 2010; Biolase Technology, Inc., from October 2009 to August 2010; SenoRx, Inc., from May 2006 until its acquisition by C.R. Bard, Inc. in July 2010; and Alsius Corporation, from June 2007 until its acquisition by Zoll Medical Corporation in September 2009. Mr. Waller has a Master of Business Administration with a concentration in accounting from California State University, Fullerton. We believe Mr. Waller is qualified to serve as a member of our Board of Directors because of his 45 years of financial and management experience, as well as his familiarity with public company board functions from his service on the Boards of other public companies.

Board Composition

Our business and affairs are managed under the direction of our Board of Directors. The number of directors is fixed by our Board of Directors, subject to the terms of our Certificate of Incorporation and bylaws. Our Board of Directors currently consists of six directors, all of whom qualify as “independent” under the listing standards of The Nasdaq Stock Market.

Our bylaws permit our Board of Directors to establish by resolution the authorized number of directors, and as of April 5, 2022, six directors are currently authorized.

In accordance with our Certificate of Incorporation and our bylaws, our Board of Directors is divided into three classes with staggered three-year terms. 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. Our directors are divided among the three classes as follows:

the Class I directors are Kevin Comcowich and Albert D. Bolles, whose terms will expire at the Annual Meeting;
the Class II directors are Deborah Carosella and Gregory D. Waller, whose terms will expire at the annual meeting of stockholders to be held in 2023; and
the Class III directors are Amy Yoder and Lilian Shackelford Murray, and their terms will expire at the annual meeting of stockholders to be held in 2024.

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The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change of control. Under Delaware law, our directors may be removed for cause by the affirmative vote of the holders of a majority of our outstanding voting stock. Directors may not be removed by our stockholders without cause.

Board Meetings and Director Communications

In 2021, the Board of Directors held 11 meetings and each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of the Board of Directors on which he or she served during the periods that he or she served. Although, we have no formal policy regarding director attendance at annual meetings, we encourage all directors to attend. All of the directors attended last year’s annual meeting of stockholders.

Stockholders and other interested parties may communicate with the non-management members of the Board of Directors by mail sent to the Company’s Corporate Secretary in Davis, CA, addressed to the intended recipient and care of the Corporate Secretary. The Corporate Secretary will review all incoming stockholder communications (except for mass mailings, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and route such communications as appropriate to member(s) of the Board of Directors. For a more detailed description of stockholder communications, see “Communications with Our Board of Directors.”

Director Independence

Our Board of Directors has undertaken a review of its composition, the composition of its committees, and the independence of each director, and has considered whether any director has a material relationship with the Company that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based on information provided by each director concerning his or her background, employment, and affiliations, including family relationships, our Board of Directors has determined that Dr. Bolles, Mses. Shackelford Murray, Yoder and Carosella, and Messrs. Comcowich and Waller do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC, and the listing standards of The Nasdaq Stock Market (the “Applicable Rules ”). In making these determinations, our Board of Directors considered the current and prior relationships that each director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each director or affiliated entities, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

The Board of Directors also has determined that each director is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act.

Board Committees

Our Board of Directors currently has an audit committee, a compensation committee, and a nominating and governance committee. The composition and responsibilities of each of the committees of our Board of Directors are described below. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.

Audit Committee

Our audit committee is currently comprised of Mr. Waller and Mses. Shackelford Murray and Yoder, with Mr. Waller serving as audit committee chair. Our Board of Directors has determined that each of the members of our audit committee satisfies the requirements for independence and financial literacy under the current listing standards of The Nasdaq Stock Market and SEC rules and regulations, including Rule 10A-3. Our Board of Directors also has determined that Ms. Shackelford Murry and Mr. Waller are audit committee financial experts within the meaning of

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Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act. Our audit committee held five meetings in 2021. The responsibilities of our audit committee include, among other things:

selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
helping to ensure the independence and performance of the independent registered public accounting firm;
discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end operating results;
developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
reviewing our policies on risk assessment and risk management;
reviewing related party transactions; and
approving all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

In accordance with and pursuant to Section 10A(i)(3) of the Exchange Act, our Board of Directors has delegated to Mr. Waller the authority to pre-approve any auditing and permissible non-auditing services to be performed by our registered independent public accounting firm, provided that all such decisions to pre-approve an activity are presented to the full audit committee at its first meeting following any such decision.

Our audit committee was established in accordance with and operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of The Nasdaq Stock Market. A copy of the charter of our audit committee is available in the Investors section of our website at http://ir.arcadiabio.com under “Corporate Governance.”

Compensation Committee

Our compensation committee is currently comprised of Ms. Shackelford Murray and Messrs. Waller and Comcowich and Dr. Bolles, with Ms. Shackelford Murray serving as compensation committee chair. Each member of our compensation committee meets the requirements for independence for compensation committee members under current Nasdaq Stock Market and SEC rules and regulations. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. The purpose of our compensation committee is to discharge the responsibilities of our Board of Directors relating to compensation of our executive officers.

In 2021, our compensation committee held five meetings. The responsibilities of our compensation committee include, among other things:

reviewing, approving, and determining, or making recommendations to our Board of Directors regarding, the compensation of our executive officers;
administering our stock and equity incentive plans;
reviewing and approving or making recommendations to our Board of Directors regarding incentive compensation and equity plans; and
establishing and reviewing general policies relating to compensation and benefits of our employees.

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Our compensation committee has, as it has determined necessary, has engaged independent compensation consulting firms, to provide data and recommendations that the compensation committee has used in setting executive and non-employee director compensation.

Our compensation committee was established in accordance with, and operates under, a written charter that satisfies the applicable rules of the SEC and the listing standards of The Nasdaq Stock Market. A copy of the charter of our compensation committee is available in the Investors section of our website at http://ir.arcadiabio.com under “Corporate Governance.”

Nominating and Governance Committee

Our nominating and governance committee is currently comprised of Mses. Yoder and Carosella and Mr. Comcowich, each of whom is a non-employee member of our Board of Directors, with Ms. Yoder serving as nominating and governance committee chair. Each member of our nominating and governance committee meets the requirements for independence for compensation committee members under current Nasdaq Stock Market and SEC rules and regulations.

In 2021, our nominating and governance committee held four meetings. The responsibilities of our nominating and governance committee include, among other things:

identifying, evaluating, and selecting, or making recommendations to our Board of Directors regarding, nominees for election to our Board of Directors and its committees;
considering and making recommendations to our Board of Directors regarding the composition of our Board of Directors and its committees;
reviewing and assessing the adequacy of our corporate governance practices and recommending any proposed changes to our Board of Directors; and
evaluating the performance of our Board of Directors and of individual directors.

Our nominating and governance committee operates under a written charter that satisfies the applicable listing requirements and rules of The Nasdaq Stock Market. A copy of the charter of our nominating and governance committee is available in the Investors section of our website at http://ir.arcadiabio.com under “Corporate Governance.”

Committee Membership

The members of each of these committees as of April 5, 2022 are identified below.

 

Audit Committee

 

Compensation Committee

 

Nominating and Governance Committee

Gregory D. Waller (chair)

 

Lilian Shackelford Murray (chair)

 

Amy Yoder (chair)

Amy Yoder

 

Albert D. Bolles, Ph.D.

 

Kevin Comcowich

Lilian Shackelford Murray

 

Kevin Comcowich

 

Deborah Carosella

 

 

Gregory D. Waller

 

 

 

Considerations in Evaluating Director Nominees

Our nominating and governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our nominating and governance committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors. Some of the qualifications that our nominating and governance committee considers include, without limitation: issues of character, integrity, and judgment; independence; diversity, including diversity of experience; experience in corporate management, operations, finance, business development, and mergers and acquisitions; experience relevant to the Company’s industry; experience as a board member or executive officer of another publicly held company; length of service; and any other relevant qualifications, attributes, or skills. Nominees also must have the ability to offer advice and guidance to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and should be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available in the judgment of

14


our nominating and governance committee to perform all Board of Directors responsibilities and responsibilities of those committees on which they serve.

Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and governance committee may also consider such other factors as it may deem, from time to time, are in the best interests of the Company and its stockholders.

The policy of our nominating and governance committee is to consider properly submitted stockholder recommendations for candidates for membership on the Board. In evaluating such recommendations, the nominating and governance committee will address the membership criteria set forth above.

Although our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that it should be a diverse body, and our nominating and governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our nominating and governance committee may take into account the benefits of diverse viewpoints. Our nominating and governance committee also considers these and other factors as it oversees the annual Board of Directors and committee evaluations. After completing its review and evaluation of director candidates, our nominating and governance committee recommends to our full Board of Directors the director nominees for selection.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer, Chief Commercial Officer, Chief Technology Officer and other executive and senior financial officers. A copy of our Code of Business Conduct and Ethics is available in the Investors section of our website at http://ir.arcadiabio.com under “Corporate Governance.”

Board Leadership Structure

Mr. Comcowich currently serves as Chair of our Board and Mr. Jacot serves as President and Chief Executive Officer. The Board has not adopted a specific policy on whether the same person should serve as both the Chief Executive Officer and Chair of the Board or, if the roles are separate, whether the chair should be selected from the non-employee directors or should be an employee. The Board believes it is appropriate to retain the discretion and flexibility to make these determinations from time to time as needed to provide appropriate leadership for the Company. At this time, the Board believes that it has achieved the best Board leadership structure for the Company by separating the roles of Chair and Chief Executive Officer.

Mr. Comcowich, as Chair, presides at all meetings of the Board, including executive sessions of the Board and the independent directors, facilitates discussions among independent directors on key issues and concerns outside of Board meetings, serves as a liaison between the Chief Executive Officer and the other directors, reviews information to be sent to the Board, collaborates with the Chief Executive Officer and other members of Company management to set meeting agendas and Board information, assists the chairs of the committees of the Board as requested, and performs such other functions and responsibilities as requested by the Board or the independent directors from time to time. In performing the duties described above, the Chair is expected to consult with, and does consult with, the chairs of the appropriate Board committees.

Board’s Role in Risk Oversight

In addition to the responsibilities performed by our audit committee, the Board of Directors plays an active role in overseeing management of the Company’s risks. The Board of Directors focuses on the most significant operational risks facing our Company related to our business, assets, and liabilities, as well as our key financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related risk. Our Board seeks to ensure that risks undertaken by the Company are consistent with an overall risk profile that is appropriate for the Company and the achievement of its business objectives and strategies. The Board of Directors recognizes that risk management and oversight comprise a dynamic and continuous process and therefore reviews the Company’s risk

15


model and process periodically. The Board of Directors performs these tasks both in collaboration with and independently of the audit committee and Company management.

Non-Employee Director Compensation

The following table summarizes compensation paid to our non-employee directors during the year ended December 31, 2021. Directors who are also our employees receive no additional compensation for their service as a director. During the year ended December 31, 2021, Mr. Plavan, our former President and Chief Executive Officer, was an employee. Compensation for Mr. Plavan is discussed in “Executive Compensation.”

 

 

Name

 

Fees Earned
or Paid in
Cash
(1)

 

 

Option
Awards
(2)

 

 

Total

 

Kevin Comcowich

 

$

133,300

 

 

$

70,000

 

 

$

203,300

 

Albert D. Bolles, Ph.D.

 

$

45,688

 

 

$

30,000

 

 

$

75,688

 

Deborah Carosella

 

$

81,660

 

 

$

90,000

 

 

$

171,660

 

Gregory Waller

 

$

64,000

 

 

$

30,000

 

 

$

94,000

 

Lilian Shackelford Murray

 

$

59,500

 

 

$

30,000

 

 

$

89,500

 

Amy Yoder

 

$

56,000

 

 

$

30,000

 

 

$

86,000

 

 

(1) Represents the cash annual retainer and the meeting attendance fees earned by the non-employee directors. Also includes $42,500 paid to each of Mr. Comcowich and Ms. Carosella for serving on a temporary transition committee to provide oversight to management in the Company’s transition to a CPG company and to oversee the recruitment of a new chief executive officer.

(2) Amounts do not reflect compensation actually received by the non-employee director. Instead, the amounts represent aggregate grant date fair value of options granted during 2021 computed in accordance with ASC Topic 718 Stock Compensation. The valuation assumptions used in determining such amounts are consistent with those described in Note 16 of the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. Mr. Comcowich, as the continuing non-employee chairman, received a grant of 25,514 stock options, which vest as described below. Ms. Carosella, as a new non-employee director, received 21,853 stock options as a new non-employee director and an additional 10,935 stock options as a continuing non-employee director, which vest as described below. Dr. Bolles, Mr. Waller, Ms. Yoder and Ms. Shackelford Murray, as continuing non-employee directors, each received a grant of 10,935 stock options, which vest as described below.

 

The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2021.

 

Director Name

 

Option Grant
Date

 

Number of
Options
Outstanding

 

 

 

Option Exercise
Price Per Share
($)(1)

 

 

Option
Expiration Date

Kevin Comcowich

 

10/30/2016

 

 

2,396

 

(2)

 

$

34.40

 

 

10/30/2026

 

 

6/7/2017

 

 

3,018

 

(2)

 

$

14.60

 

 

6/7/2027

 

 

6/6/2018

 

 

7,476

 

(2)

 

$

10.80

 

 

6/6/2028

 

 

6/3/2019

 

 

16,128

 

(2)

 

$

5.04

 

 

6/3/2029

 

 

6/1/2020

 

 

21,320

 

(2)

 

$

3.69

 

 

6/1/2030

 

 

7/8/2020

 

 

5,273

 

(2)

 

$

3.73

 

 

7/8/2030

 

 

6/2/2021

 

 

25,514

 

(3)

 

$

2.89

 

 

6/2/2031

 

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Albert D. Bolles, Ph.D.

 

5/12/2018

 

 

8,210

 

(2)

 

$

9.16

 

 

5/12/2028

 

 

6/6/2018

 

 

3,204

 

(2)

 

$

10.80

 

 

6/6/2028

 

 

6/3/2019

 

 

6,912

 

(2)

 

$

5.04

 

 

6/3/2029

 

 

6/1/2020

 

 

9,137

 

(2)

 

$

3.69

 

 

6/1/2030

 

 

6/2/2021

 

 

10,935

 

(3)

 

$

2.89

 

 

6/2/2031

Deborah Carosella

 

2/22/2021

 

 

21,853

 

(4)

 

$

3.25

 

 

2/22/2031

 

 

6/2/2021

 

 

10,935

 

(3)

 

$

2.89

 

 

6/2/2031

Lilian Shackelford Murray

 

6/6/2018

 

 

6,408

 

(2)

 

$

10.80

 

 

6/6/2028

 

 

6/3/2019

 

 

6,912

 

(2)

 

$

5.04

 

 

6/3/2029

 

 

6/1/2020

 

 

9,137

 

(2)

 

$

3.69

 

 

6/1/2030

 

 

7/8/2020

 

 

753

 

(2)

 

$

3.73

 

 

7/8/2030

 

 

6/2/2021

 

 

10,935

 

(3)

 

$

2.89

 

 

6/2/2031

Gregory D. Waller

 

6/7/2017

 

 

5,969

 

(2)

 

$

14.60

 

 

6/7/2027

 

 

6/6/2018

 

 

3,204

 

(2)

 

$

10.80

 

 

6/6/2028

 

 

6/3/2019

 

 

6,912

 

(2)

 

$

5.04

 

 

6/3/2029

 

 

6/1/2020

 

 

9,137

 

(2)

 

$

3.69

 

 

6/1/2030

 

 

6/2/2021

 

 

10,935

 

(3)

 

$

2.89

 

 

6/2/2031

Amy Yoder

 

8/7/2017

 

 

10,123

 

(2)

 

$

8.60

 

 

8/7/2027

 

 

6/6/2018

 

 

3,204

 

(2)

 

$

10.80

 

 

6/6/2028

 

 

6/3/2019

 

 

6,912

 

(2)

 

$

5.04

 

 

6/3/2029

 

 

6/1/2020

 

 

9,137

 

(2)

 

$

3.69

 

 

6/1/2030

 

 

6/2/2021

 

 

10,935

 

(3)

 

$

2.89

 

 

6/2/2031

(1) The option exercise price per share reflects the fair market value per share of our common stock on the date of grant.

(2) These options are fully vested.

(3) These options vest on the earlier of the one-year anniversary of the date of grant and the date of the Company’s next annual meeting.

(4) These options vest in three equal annual installments, with one-third of the shares subject to the option vesting on each of the first three anniversaries of the date of the award.

17


Non-Employee Director Compensation Policy

Cash Compensation

Each non-employee director receives an annual cash retainer of $30,000 for serving on our Board of Directors. The retainer is payable in arrears in equal quarterly installments, subject to such director’s continued service on the last day of the preceding quarter and prorated as necessary to reflect service commencement or termination during the quarter. In addition, each non-employee director shall receive the following amount for each regular meeting of the Board attended: (i) $2,500 if attendance is in person or via teleconference or (ii) $500 if attendance is through telephone; provided, however, that the total meeting fees may not exceed $10,000 per calendar year.

The chair and non-chair members of the Board’s three standing committees are entitled to the following additional annual cash fees (payable quarterly in arrears and prorated for partial service in a quarter):

 

Board Committee

 

Chair
Fee

 

 

Non-Chair
Member
Fee

 

Audit Committee

 

$

18,000

 

 

$

7,500

 

Compensation Committee

 

$

12,000

 

 

$

6,000

 

Nominating and Governance Committee

 

$

8,500

 

 

$

4,500

 

 

The chair of the Board is entitled to an additional $40,000 annual cash fee (payable quarterly in arrears and prorated for partial service in a quarter).

Equity Compensation

Upon joining the Board, each newly elected non-employee director (excluding an employee director who ceases to be an employee, but who remains a director) receives an initial option to purchase a number of shares of our common stock equal to (x) $60,000 divided by (y) the Black-Scholes value of a share on the date of grant, as determined consistent with the historical practices of the Company. This initial option will vest and become exercisable in three equal installments on each of the first three anniversaries of the date of grant, subject to the director’s continued service through each vesting date. The per share exercise price for the initial option shall be equal to the fair market value for a share of our common stock on the date of grant, which shall be equal to the closing price of our common stock on the date of grant. An employee director who ceases to be an employee, but who remains a director, will not receive an option grant.

On the date of each annual meeting of our stockholders, each non-employee director (including a non-employee director who was previously an employee) will be granted an annual option to purchase a number of shares of our common stock equal to equal to (x) $30,000 divided by (y) the Black-Scholes value of a share on the date of grant, as determined consistent with the historical practices of the Company. This annual option will vest and become exercisable on the earlier of (i) the one-year anniversary of the date of grant or (ii) the date of our next annual meeting of stockholders, subject to the director’s continued service through the vesting date. The per share exercise price for the annual option shall be equal to the fair market value for a share of our common stock on the date of grant.

18


On the date of each annual meeting of our stockholders, the chair of the Board will be granted an additional annual option to purchase a number of shares of our common stock equal to (x) $40,000 divided by (y) the Black-Scholes value of a share on the date of grant, as determined consistent with the historical practices of the Company. This annual option for the chair of the Board will vest and become exercisable on the earlier of (i) the one-year anniversary of the date of grant or (ii) the date of our next annual meeting of stockholders, subject to the chair of the Board’s continued service through the vesting date. The per share exercise price for the annual option for the chair of the Board shall be equal to the fair market value for a share of our common stock on the date of grant.

Notwithstanding the vesting schedules described above, the vesting of each equity award will accelerate in full in case of a termination of directorship due to a change in control.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires directors, certain officers, and ten percent (10%) stockholders to file reports of ownership and changes in ownership with the SEC. Based upon a review of filings with the SEC and/or written representations that no other reports were required, we believe that all reports for the Company’s officers and directors that were required to be filed under Section 16 of the Exchange Act were timely filed in 2021, except a Form 4 reporting an option grant to Chris Cuvelier was filed late. This Form 4 was filed on May 20, 2021 instead of the required filing date of May 19, 2021.

19


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our common stock as of April 5, 2022 by:

(1)
each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock;
(2)
each of our named executive officers;
(3)
each of our directors and nominees for directors; and
(4)
all of our executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. To our knowledge, no person or entity, except as set forth below, is the beneficial owner of more than 5% of the voting power of our common stock as of the close of business on April 5, 2022.

Under SEC rules, the calculation of the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person includes both outstanding shares of our common stock then owned as well as any shares of our common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of April 5, 2022. Shares subject to those options or warrants for a particular person are not included as outstanding, however, for the purpose of computing the percentage ownership of any other person. We have based percentage ownership of our common stock on 22,188,918 shares of our common stock outstanding as of April 5, 2022.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Arcadia Biosciences, Inc., 202 Cousteau Place, Suite 105, Davis, CA 95618.

 

Name of Beneficial Owner

 

Number of Shares
Beneficially Owned

 

 

Percent of Shares
Outstanding

 

Named Executive Officers, Directors and Director Nominees:

 

 

 

 

 

 

Matthew T. Plavan (1)

 

 

430,985

 

 

*

 

Pamela Haley (2)

 

 

76,597

 

 

*

 

Kevin Comcowich (3)

 

 

81,125

 

 

*

 

Dr. Albert Bolles (4)

 

 

38,398

 

 

*

 

Lilian Shackelford Murray (5)

 

 

34,145

 

 

*

 

Gregory D. Waller (6)

 

 

36,157

 

 

*

 

Amy Yoder (7)

 

 

40,311

 

 

*

 

Deborah Carosella (8)

 

 

18,220

 

 

*

 

All current executive officers and directors as a group (8 persons) (9)

 

 

324,953

 

 

 

1.5

%

5% Stockholders:

 

 

 

 

 

 

Moral Compass Corporation (10)

 

 

1,125,769

 

 

 

5.1

%

5115 N. Dysart Road, Ste 202 #305 Litchfield Park, AZ 85340

 

 

 

 

 

 

 

* Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

(1) Mr. Plavan is our former Chief Executive Officer. His beneficial ownership consists of (i) 14,285 shares of common stock and (ii) 416,700 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 5, 2022.

(2) Ms. Haley is our current Chief Financial Officer. Her beneficial ownership consists of (i) 4,388 shares of common stock and (ii) 72,209 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 5, 2022.

(3) Mr. Comcowich is the current chair of our Board of Directors. His beneficial ownership consists of 81,125 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 5, 2022.

(4) Dr. Bolles serves as a member of our Board of Directors. His beneficial ownership consists of 38,398 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 5, 2022.

(5) Ms. Murray serves as a member of our Board of Directors. Her beneficial ownership consists of 34,145 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 5, 2022.

(6) Mr. Waller serves as a member of our Board of Directors. His beneficial ownership consists of 36,157 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 5, 2022.

20


(7) Ms. Yoder serves as a member of our Board of Directors. Her beneficial ownership consists of 40,311 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 5, 2022.

(8) Ms. Carosella serves as a member of our Board of Directors. Her beneficial ownership consists of 18,220 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 5, 2022.

(9) Beneficial ownership consists of (i) 4,388 shares of common stock and (ii) 324,953 shares of common stock subject to options exercisable within 60 days of April 5, 2022, in each case beneficially owned by our current executive officers and directors.

(10) Moral Compass Corporation (“MCC”) is owned by the John G. Sperling 2012 Irrevocable Trusts No. 1, 2 and 3 (collectively, the “Sperling Trusts”). Darby Shupp, Terri Bishop, and Peter Sperling together serve as trustees of the Sperling Trusts and have shared voting and investment power of the 1,125,769 shares held by MCC.

 

Hedging and Margin Policy

 

Under the terms of our insider trading policy, no directors, executive officers or other key employees may engage in hedging or derivative transactions involving our securities, such as zero-cost collars or forward sale contracts, and no employee, director or consultant may engage in short sales of our securities, including short sales “against the box.” In addition, no director, executive officer or key employee may enter into any margin transaction involving our stock unless the transaction has been approved by our Compliance Officer.

 

Board Diversity Matrix

The following matrix discloses, as of April 5, 2022, the gender and demographic backgrounds of our Board as self-identified by its members in accordance with Nasdaq Listing Rule 5606.

 

Board Size:

 

 

 

 

Total Number of Directors

6

 

 

 

Gender:

Male

Female

Non-binary

Gender Undisclosed

Total Number of Directors

3

3

0

0

Number of directors who identify in any of the categories below:

 

 

 

 

African American or Black

0

0

0

0

Alaskan Native or American Indian

0

0

0

0

Asian

0

0

0

0

Hispanic or Latinx

0

0

0

0

Native Hawaiian or Pacific Islander

0

0

0

0

White

3

3

0

0

Two or More Races or Ethnicities

0

0

0

0

LGBTQ+

0

0

0

0

Undisclosed

0

0

0

0

 

21


executive compensation

Processes and Procedures for Compensation Decisions

Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to the Board of Directors on its discussions, decisions and other actions. Our Chief Executive Officer makes recommendations to our compensation committee, attends committee meetings, and is involved in the determination of compensation for the respective executive officers that report to him, except that our Chief Executive Officer does not make recommendations as to his own compensation. Additionally, our Chief Executive Officer makes recommendations to our compensation committee regarding short- and long-term compensation for all executive officers (other than himself) based on our results, an individual executive officer’s contribution toward these results, and performance toward individual goal achievement. Our compensation committee then reviews the recommendations and other data and makes decisions as to total compensation for each executive officer other than the Chief Executive Officer, as well as each individual compensation component. Our compensation committee makes recommendations to the Board of Directors regarding compensation for our Chief Executive Officer. The independent members of the Board of Directors make the final decisions regarding executive compensation for our Chief Executive Officer.

The compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies.

2021 Summary Compensation Table

The following table provides information regarding the compensation during the fiscal years ended December 31, 2021 and 2020 of (i) each person who served as our chief executive officer during fiscal 2021; (ii) the two most highly compensated officers other than the chief executive officer who were serving as executive officers at the end of fiscal 2021 and whose total compensation for such year exceeded $100,000; and (iii) up to two additional individuals for whom disclosures would have been provided in this table under part (ii) of this sentence, but for the fact that such persons were not serving as executive officers as of the end of fiscal 2021 (sometimes referred to collectively as the “named executive officers”).

 

Name and Principal Position

 

Fiscal
Year

 

Salary
($)

 

 

Bonus
($)

 

 

Stock
Awards
($)

 

 

Option
Awards
($)(1)

 

 

Non-
Equity
Incentive
Plan
Compensation
($)(2)

 

 

All
Other
Compensation
($)

 

 

Total
($)

 

Matthew T. Plavan

 

2021

 

$

443,998

 

(3)

 

 

 

 

 

 

$

813,784

 

 

$

81,612

 

 

 

266,610

 

(4)

$

1,606,004

 

Former President and Chief
   Executive Officer

 

2020

 

$

370,000

 

 

 

 

 

 

 

 

$

325,642

 

 

$

98,506

 

 

 

 

 

$

794,148

 

Pamela Haley

 

2021

 

$

240,000

 

 

 

 

 

 

 

 

$

224,336

 

 

$

10,080

 

 

 

 

 

$

474,416

 

Chief Financial Officer

 

2020

 

$

240,000

 

 

 

 

 

 

 

 

$

171,391

 

 

$

31,800

 

 

 

 

 

$

443,191

 

Laura Pitlik

 

2021

 

$

110,577

 

 

 

25,000

 

 

 

 

 

$

182,522

 

 

$

25,208

 

 

 

 

 

$

343,307

 

Chief Marketing Officer

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chris Cuvelier

 

2021

 

$

152,889

 

 

$

125,000

 

 

 

 

 

$

227,454

 

 

$

9,479

 

 

 

20,833

 

(5)

$

535,655

 

Chief Growth Officer

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
Amounts do not reflect compensation actually received by the officer. Instead, the amounts represent aggregate grant date fair value of options granted during 2021 computed in accordance with ASC Topic 718 Stock Compensation. The valuation assumptions used in determining such amounts are consistent with those described in Note 16 of the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. Amounts include non-cash compensation of $153,981 for the accelerated

22


vesting and extension in exercisability of certain options previously issued to Mr. Plavan, according to Mr. Plavan’s Separation and Release Agreement.
(2)
The amounts shown for 2021 represent amounts earned pursuant to our Executive Incentive Bonus Plan for services in 2021, which were paid in 2022. The amounts shown for 2020 represent amounts earned pursuant to our Executive Incentive Bonus Plan for services in 2020, which were paid in 2021. The amounts for 2021 and 2020 were determined based on a weighting of the achievement of Financial and Individual Goals.
(3)
This amount includes the payout of Mr. Plavan’s paid time off balance upon his termination.
(4)
Amounts paid in accordance with Mr. Plavan’s Separation and Release Agreement.
(5)
Mr. Cuvelier’s employment with the Company terminated on November 30, 2021, and pursuant to his Severance and Change in Control Agreement, Mr. Cuvelier received a severance payment in the amount of $20,833.

Named Executive Officer Employment Arrangements

Matthew T. Plavan (Former President and Chief Executive Officer)

In connection with the appointment of Mr. Plavan to the position of President and Chief Executive Officer in August 2019, Mr. Plavan’s annual base salary was increased to $370,000 and his target bonus opportunity was increased to 55%. In February 2020, Mr. Plavan was granted an option to purchase 76,000 shares of the common stock of the Company. Mr. Plavan’s right to exercise the option vests over 4 years (1/48 per month), subject to his continued service. In January 2021, Mr. Plavan was granted an option to purchase 250,000 shares of the common stock of the Company. Mr. Plavan’s right to exercise the option vests over 4 years (1/48 per month), subject to his continued service.

On December 14, 2021, Matt Plavan submitted his resignation from his positions as Chief Executive Officer, President and as a member of the Board of Directors, effective December 31, 2021. On December 19, 2021, Arcadia and Mr. Plavan entered into a Separation and Release Agreement. Pursuant to the Separation Agreement, (i) Mr. Plavan was entitled to severance payments of $61,666 on each of January 1, 2022 and February 1, 2022 and $143,278 on March 1, 2022 and (ii) all stock options held by Mr. Plavan become vested in full on December 31, 2021 remain exercisable until June 30, 2024.

Pamela Haley (Chief Financial Officer)

In connection with the appointment of Ms. Haley to the position of Chief Financial Officer in October 2019, Ms. Haley’s annual base salary was increased to $240,000 and her target bonus opportunity was established at 35%. In March 2020, her 2019 bonus opportunity was increased to 40% of her annual base salary, prorated for the portion of 2019 during which she served as Chief Financial Officer. In February 2020, Ms. Haley was granted an option to purchase 40,000 shares of the common stock of the Company. Ms. Haley’s right to exercise the option vests over 4 years (1/48 per month), subject to her continued service. In January 2021, Ms. Haley was granted an option to purchase 85,000 shares of the common stock of the Company. Ms. Haley’s right to exercise the option vests over 4 years (1/48 per month), subject to her continued service. In March 2022, Ms. Haley’s annual base salary was increased to $275,000 and her target bonus opportunity was unchanged. Ms. Haley is eligible to receive discretionary cash bonuses as determined by the Compensation Committee or the Board of Directors.

Laura Pitlik (Chief Marketing Officer)

Ms. Pitlik’s starting compensation when hired in July 2021 included a base salary of $250,000, a signing bonus of $50,000, an annual incentive cash bonus targeted at 40% of base salary, and the grant of stock options to purchase 75,000 shares of Arcadia’s common stock under the 2015 Omnibus Equity Incentive Plan. The Stock Options have a term of ten years and vest over four years, with 25% of the shares subject to the Stock Options vesting on the first anniversary of the Grant Date, and an additional 1/36th of the shares vesting each month thereafter, subject to continued service through the applicable vesting dates. Ms. Pitlik is eligible to receive discretionary cash bonuses as determined by the Compensation Committee or the Board of Directors.

Chris Cuvelier (Former Chief Growth Officer)

Mr. Cuvelier’s initial compensation when hired included a base salary of $250,000, a signing bonus of $125,000, and an inducement stock option to purchase 100,000 shares of Arcadia’s common stock. The Inducement Option has

23


a term of ten years and vests over four years, with 25% of the shares subject to the Inducement Option vesting on the first anniversary of the Grant Date, and an additional 1/36th of the shares vesting each month thereafter, subject to continued service through the applicable vesting dates.

On November 30, 2021, Chris Cuvelier was terminated from his positions as Chief Growth Officer. On November 19, 2021, Arcadia and Mr. Cuvelier entered into a Severance and Change in Control Agreement. Pursuant to the Severance and Change in Control Agreement, Mr. Cuvelier received a severance payment in the amount of $20,833.

 

Severance and Change in Control Agreements

In February 2015, our Board approved severance and change in control agreements (the “CIC Agreements”) for each of our executive officers, the specific terms of which are discussed below. Each of the CIC Agreements expires by its terms on the third anniversary of the effective date of such agreement.

Pursuant to the CIC Agreements, if we terminate an executive’s employment with us for a reason other than cause (as defined in the CIC Agreements) or the executive’s death or disability (as defined in the CIC Agreements) at any time other than during the twelve-month period immediately following a change of control (as defined in the CIC Agreements), then such executive will receive the following severance benefits from the Company: (i) severance in the form of base salary continuation for a period of six months (three months for Ms. Pitlik); (ii) reimbursement for premiums paid for coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA, for the executive and the executive’s eligible dependents for up to six months (three months for Ms. Pitlik); and (iii) a pro-rated portion of the termination year bonus based on the percentage of the year that executive was employed by the Company in the year of termination.

If during the twelve-month period immediately following a change of control (as defined in the CIC Agreements), (x) we terminate an executive’s employment with us for a reason other than cause (as defined in the CIC Agreements) or the executive’s death or disability (as defined in the CIC Agreements), or (y) an executive resigns from such employment for good reason (as defined in the CIC Agreements), then, in lieu of the above described severance benefits, such executive shall receive the following severance benefits from the Company: (i) severance in the form of base salary continuation for a period of twelve months (three months for Ms. Pitlik); (ii) reimbursement for premiums paid for coverage pursuant to COBRA, for the executive and the executive’s eligible dependents for up to twelve months (three months for Ms. Pitlik); (iii) vesting shall accelerate as to 100% of all of the executive’s outstanding equity awards; and (iv) a pro-rated portion of the termination year bonus based on the percentage of the year that executive was employed by the Company in the year of termination.

An executive’s receipt of severance payments or benefits pursuant to a CIC Agreement is subject to the executive signing a release of claims in our favor and complying with certain restrictive covenants set forth in the CIC Agreement.

Each CIC Agreement contains a “better after-tax” provision, which provides that if any of the payments to an executive constitutes a parachute payment under Section 280G of the Code, the payments will either be (i) reduced or (ii) provided in full to the executive, whichever results in the executive receiving the greater amount after taking into consideration the payment of all taxes, including the excise tax under Section 4999 of the Code, in each case based upon the highest marginal rate for the applicable tax.

24


Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding outstanding stock options held by our 2021 named executive officers as of December 31, 2021.

 

 

 

Option Awards

Name and Principal Position

 

Number of
securities
underlying
unexercised
options (#)
exercisable(1)

 

 

Number of
securities
underlying
unexercised
options (#)
unexercisable(1)

 

 

Option
Exercise
Price ($)

 

 

Option
Expiration
Date

Matthew T. Plavan

 

 

6,250

 

 

 

 

(2)

$

43.80

 

 

9/11/2026

Former President and Chief Executive Officer

 

 

11,250

 

 

 

 

(2)

$

14.00

 

 

6/8/2027

 

 

 

47,200

 

 

 

 

(2)

$

4.63

 

 

9/18/2028

 

 

 

26,000

 

 

 

 

(2)

$

5.04

 

 

6/3/2029

 

 

 

76,000

 

 

 

 

(2)

$

4.91

 

 

2/3/2030

 

 

 

250,000

 

 

 

 

(2)

$

3.05

 

 

1/21/2031

Pamela Haley

 

 

38

 

 

 

 

 

$

271.20

 

 

12/31/2022

Chief Financial Officer

 

 

125

 

 

 

 

 

$

122.40

 

 

10/29/2024

 

 

 

350

 

 

 

 

 

$

144.00

 

 

2/11/2025

 

 

 

250

 

 

 

 

 

$

42.80

 

 

8/18/2026

 

 

 

5,000

 

 

 

 

 

$

14.00

 

 

6/8/2027

 

 

 

8,700

 

 

 

 

 

$

4.63

 

 

9/18/2028

 

 

 

2,640

 

 

 

1,460

 

(3)

$

5.04

 

 

6/3/2029

 

 

 

19,159

 

 

 

20,841

 

(4)

$

4.91

 

 

2/3/2030

 

 

 

21,240

 

 

 

63,760

 

(5)

$

3.05

 

 

1/21/2031

Laura Pitlik

 

 

 

 

 

75,000

 

(6)

$

2.80

 

 

7/12/2031

Chief Marketing Officer

 

 

 

 

 

 

 

 

 

 

 

 

(1)
Stock options to purchase our common stock were granted pursuant to our 2015 Omnibus Incentive Plan.
(2)
As a result of Mr. Plavan's separation and release agreement, all stock options held by Mr. Plavan became vested in full on December 31, 2021, and exercisable until June 30, 2024.
(3)
The stock options vested as to 25% of the shares on June 3, 2020, with the remaining 75% vesting in 36 equal monthly installments beginning on June 30, 2020, and ending on May 31, 2023, such that the award is fully vested on May 31, 2023, subject to the executive officer’s continued service through each vesting date.
(4)
The stock options vest in 48 equal installments beginning February 29, 2020, and ending January 31, 2024, subject to the executive officer’s continued service through each vesting date.
(5)
The stock options vested as to 25% of the shares on January 21, 2022, with the remaining 75% of shares vesting in 36 equal monthly installments commencing on February 21, 2022, and ending on January 21, 2025, such that the award is fully vested on January 31, 2025, subject to the executive officer’s continued service through each vesting date.
(6)
The stock options will vest as to 25% of the shares on July 12, 2022, with the remaining 75% vesting in 36 equal monthly installments beginning on July 31, 2022, and ending on June 30, 2025, such that the award is fully vested on June 30, 2025, subject to the executive officer’s continued service through each vesting date.

25


EQUITY BENEFIT AND STOCK PLANS

Securities Authorized for Issuance under Equity Compensation Plans

As of December 31, 2021, we maintained three equity compensation plans, all of which were approved by the Board of Directors and our stockholders prior to our initial public offering in May 2015. The following table provides the information shown as of December 31, 2021 for each of the three plans and for certain warrants granted to entities.

 

Plan

 

Shares issuable
upon
exercise of
outstanding plan
options, warrants
and rights

 

 

 

Weighted-average
exercise price of
outstanding
options, warrants
and rights

 

 

Shares remaining
available for future
issuance under
equity
compensation plans
(excluding those
reflected in
column (a))

 

 

 

 

(a)

 

 

 

(b)

 

 

(c)

 

 

Equity compensation plans approved by security holders (1)

 

 

1,472,440

 

(2)

 

$

5.28

 

 

 

361,976

 

(3)

Equity compensation plans not approved by security holders

 

 

1,175,040

 

(4)

 

$

5.91

 

 

 

 

 

Total

 

 

2,647,480

 

 

 

$

5.56

 

 

 

361,976

 

 

 

(1) Includes the following plans: 2006 Stock Plan, 2015 Omnibus Equity Incentive Plan (“2015 Plan”), and 2015 Employee Stock Purchase Plan (“ESPP”). Only option grants were made under the 2006 Stock Plan and 2015 Plan.

(2) As of December 31, 2021, there were 1,422,195 outstanding options or other equity grants under the 2015 and 2006 Plans, and there had been purchases pursuant to the ESPP of 50,245 shares.

(3) There are no shares of common stock available for issuance under our 2006 Stock Plan, but that plan will continue to govern the terms of option and stock purchase rights granted thereunder. Any shares of common stock that are subject to outstanding awards under our 2006 Stock Plan that are issuable upon the exercise of stock options or purchase of shares pursuant to stock purchase rights that expire or become unexercisable for any reason without having vested or been exercised in full will generally be available for future grant and issuance as shares of common stock under our 2015 Plan. This number includes shares available for future issuance under our 2015 Plan and ESPP. The 2015 Plan provides that on the first day of each fiscal year beginning in 2016 and ending in 2025, the number of shares available for issuance thereunder is automatically increased by a number equal to the least of (i) 4% of the outstanding shares of our common stock as of the last day of our immediately preceding fiscal year or (ii) such other amount as the Board of Directors may determine. Our ESPP provides that on the first day of each fiscal year beginning in 2016, the number of shares available for issuance thereunder is automatically increased by a number equal to the least of (i) 21,875 shares, (ii) 1% of the outstanding shares of our common stock on the first day of such fiscal year, or (iii) such other amount as the Board of Directors may determine.

(4) Consists of the following warrants to purchase shares of our common stock that were outstanding as of December 31, 2020: (i) 15,038 warrants issued on March 19, 2018 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $41.56 per share, (ii) 69,617 warrants issued on June 18, 2018 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $12.57 per share, (iii) 45,154 warrants issued on April 15, 2019 to a consulting entity that vest monthly as to 1/12th of the underlying shares, expire on the fifth anniversary of the issue date and have an exercise price of $6.18 per share, (iv) 100,000 warrants issued on April 15, 2019 to a consulting entity which vested in August 2019 upon the achievement of qualifying milestones, expire on the fifth anniversary of the issue date and have an exercise price of $6.18 per share, (v) 74,479 warrants issued on June 14, 2019 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $6.2938 per share, (vi) 65,942 warrants issued on September 10, 2019 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $9.4781 per share, (vii) 10,000 warrants issued on February 3, 2020 to a consulting entity that vest monthly as to 1/12th of the underlying shares, which expired on the second anniversary of the issue date and have an exercise price of $4.91 per share, (viii) 150,000 warrants issued on February 12, 2020 to a consulting entity that vest monthly as to 1/12th of the underlying shares, which expired on the second anniversary of the issue date and have an exercise price of $4.71 per share, (ix) 18,350 warrants issued on March 21, 2020 to a consulting entity that vest monthly as to 1/12th of the underlying shares, expire on the second anniversary of the issue date and have an exercise price of $2.50 per share, (x) 69,617 warrants issued on May 18, 2020 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $6.13 per share, (xi) 32,071 warrants issued on July 8, 2020 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $4.97 per share, and (xii) 130,933 warrants issued on December 22, 2020 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $3.82 per share. Consists of the following warrants to purchase shares of our common stock that were outstanding as of December 31, 2021: (i) 393,839 warrants issued on

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January 28, 2021 to a placement agent in an equity financing that expire on the fifth and one-half anniversary of the issue date and that have an exercise price of $3.99 per share.

27


LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

Our Certificate of Incorporation provides that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by the Delaware General Corporation Law, which prohibits our Certificate of Incorporation from limiting the liability of our directors for the following:

any breach of their duty of loyalty to the Company or our stockholders;
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or
any transaction from which they derived an improper personal benefit.

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission, or claim that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

Our bylaws provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our bylaws provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. Our bylaws also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to very limited exceptions.

In addition to the indemnification required in our Certificate of Incorporation and bylaws, we entered into an indemnification agreement with each member of the Board of Directors and each of our executive officers. These agreements provide for the indemnification of our directors and officers for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of our Company, or any of our subsidiaries, by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by or in the right of our Company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these charter and bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

The limitation of liability and indemnification provisions in our Certificate of Incorporation, amended restated bylaws, may discourage stockholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be harmed to the extent that we pay the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, director nominees, officers, employees, or other agents or is or was serving at our request as a director, director nominee, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

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We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law.

Certain of our non-employee directors may, through their relationships with their employers or affiliated entities, be insured or indemnified against certain liabilities incurred in their capacity as members of our Board of Directors. In our indemnification agreements with these non-employee directors, we have agreed that our indemnification obligations will be primary to any such other indemnification arrangements.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling our Company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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In addition to director and executive officer compensation arrangements and indemnification arrangements discussed above under “Directors, Executive Officers and Corporate Governance” and “Executive Compensation,” since January 1, 2020, we have not been a party to any transactions in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or entities affiliated with them, had or will have a direct or indirect material interest, other than as described below.

Kevin Comcowich

We currently lease on the island of Molokai, Hawaii from an entity owned by Kevin Comcowich, the Chair of the Company’s Board of Directors, and his wife. The Company has grown hemp on this land to support the operations of its joint venture Archipelago Ventures Hawaii. The original lease was executed in February 2019, covers 10 acres of land, has a term of two years and provides for rent payments of $1,200 per acre per year. During the quarter ended March 31, 2020, the Company engaged a third-party contractor to construct a fence on the property to adhere to the rules of the hemp pilot program. Out of pocket costs to build this fence were approximately $126,400. Mr. Comcowich supplied materials to the contractor and received payments from the contractor totaling approximately $44,000. In March and April 2020, the Company entered into two lease amendments for two additional 10-acre parcels and two additional 15-acre parcels, at the same lease rate of $1,200 per acre per year, and with a term of two years. The Company made lease payments in the amount of $84,000 and $84,000 for the years ended December 31, 2021 and 2020, respectively. Mr. Comcowich served as the Company's interim chief executive officer from January 1, 2022 to February 1, 2022, and received $34,000 in total compensation for his services in this role.

Our audit committee charter states that our audit committee is responsible for reviewing and approving in advance any related party transaction, which is a transaction between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 in any calendar year and in which a related person has or will have a direct or indirect interest. Our audit committee has adopted policies and procedures for review of, and standards for approval of, such a related party transaction. For purposes of these policies and procedures, a related person is defined as an executive officer, director, or nominee for director, including his or her immediate family members, or a beneficial owner of greater than 5% our common stock, in each case since the beginning of the most recently completed year.

It is our intention to ensure that all future transactions between us and our officers, directors, and principal stockholders and their affiliates are approved by the audit committee of our Board of Directors and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.

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COMMUNICATIONS WITH OUR BOARD OF DIRECTORS

Interested parties who wish to communicate with our Board of Directors or any specified individual director, including our non-employee directors, may send their communications in writing to the Corporate Secretary at Arcadia Biosciences, Inc., 202 Cousteau Place, Suite 105, Davis, CA 95618, Attn: Corporate Secretary. The Corporate Secretary shall review all incoming communications (except for mass mailings, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and, if appropriate, route such communications to the appropriate member(s) of the Board of Directors or, if none is specified, to the Chair of the Board.

The Corporate Secretary may decide in the exercise of her judgment whether a response to any communication is necessary and shall provide a report to the nominating and governance committee on a quarterly basis of any communications received for which the Corporate Secretary has either responded or determined no response is necessary.

This procedure for communications with the non-management directors is administered by the Company’s nominating and governance committee. This procedure does not apply to (a) communications to non-employee directors from officers or directors of the Company who are stockholders, or (b) stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.

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AUDIT COMMITTEE REPORT

This Audit Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Arcadia filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate it by reference therein.

The following is the report of the audit committee of our Board of Directors. The audit committee has reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2021 with our management. In addition, the audit committee has discussed with Deloitte & Touche LLP, our independent registered public accountants, the matters required to be discussed by standards promulgated by the American Institute of Certified Public Accountants (“AICPA”) and Public Company Accounting Oversight Board (the “PCAOB”), including PCAOB Auditing Standard No. 16 “Communications with Audit Committees.” The audit committee also has received the written disclosures and the letter from Deloitte & Touche LLP as required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and the audit committee has discussed with Deloitte & Touche LLP the independence of Deloitte & Touche LLP.

Based on the audit committee’s review of the matters noted above and its discussions with our independent accountants and our management, the audit committee recommended to the Board of Directors that the financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Respectfully submitted by the members of the audit committee of the Board of Directors:

Gregory D. Waller (Chair)

Lilian Shackelford Murray

Amy Yoder

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PROPOSAL ONE: ELECTION OF DIRECTORS

Our Board of Directors consists of six members. In accordance with our Certificate of Incorporation, the Board of Directors is divided into three classes with staggered three-year terms. At the 2022 Annual Meeting, two directors will be re-elected for a three-year term.

Nominee

Our nominating and governance committee of the Board of Directors recommended, and the Board of Directors approved, Kevin Comcowich and Albert Bolles, Ph.D. as nominees for re-election to the Board of Directors at the Annual Meeting. If re-elected, Mr. Comcowich and Dr. Bolles will serve as a Class I directors until our annual meeting in 2025, and until a successor is qualified and elected or until their earlier resignation, death or removal.

Please see “Directors, Executive Officers and Corporate Governance” in this Proxy Statement for information concerning the nominees.

Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR Kevin Comcowich and Albert Bolles. If the nominees are unable or decline to serve as directors at the time of the Annual Meeting, the proxies will be voted for another nominee designated by the Board of Directors. We are not aware of any reason that a nominee would be unable or unwilling to serve as a director.

Vote Required

Each director is elected by a plurality of the voting power of the shares present at the Annual Meeting or represented by proxy at the meeting and entitled to vote on the election of directors at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The Board of Directors unanimously recommends that stockholders vote “FOR” the election of Kevin Comcowich and Albert Bolles as Class I directors.

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PROPOSAL TWO: RATIFICATION OF SELECTION OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTANTS

Our audit committee of the Board of Directors has appointed Deloitte & Touche LLP as Arcadia’s independent registered public accountants for the year ending December 31, 2022, and the Board recommends that stockholders vote for ratification of such appointment.

Notwithstanding its selection or voting results, the audit committee in its discretion may appoint new independent registered public accountants at any time during the year if the audit committee believes that such a change would be in the best interests of Arcadia and its stockholders. If our stockholders do not ratify the appointment, the audit committee may reconsider whether it should appoint another independent registered public accounting firm.

Deloitte & Touche LLP served as Arcadia’s independent registered public accounting firm for the year ended December 31, 2021. We expect that representatives of Deloitte & Touche LLP will be present at the Annual Meeting to respond to appropriate questions and to make a statement if they so desire.

Principal Accounting Fees and Services

The following table sets forth all fees accrued or paid to Deloitte & Touche LLP for the years ended December 31, 2021 and 2020:

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

Audit Fees (1)

 

$

615,083

 

 

$

572,747

 

Audit-Related Fees

 

 

 

 

 

 

Tax Fees

 

 

 

 

 

 

All Other Fees (2)

 

$

1,895

 

 

$

1,895

 

Total

 

$

616,978

 

 

$

574,642

 

(1) Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. Audit Fees in 2021 also consisted of professional services rendered in connection with our 2021 financing transactions and the related Registration Statements on Form S-3, as well as the Registration Statement on Form S-8. Audit Fees in 2020 also consisted of professional services rendered in connection with our 2020 financing transactions and the related Registration Statements on Forms S-3, as well as the Registration Statement on Form S-8.

(2) All Other Fees consist of licensing fees for Deloitte & Touche LLP’s accounting research software.

Pre-approval Policy. Under our audit committee’s policy governing our use of the services of our independent registered public accountants, the audit committee is required to pre-approve all audit and permitted non-audit services performed by our independent registered public accountants in order to ensure that the provision of such services does not impair the public accountants’ independence. In the years ended December 31, 2021 and 2020, all fees identified above under the captions “Audit Fees,” and “All Other Fees” that were billed by Deloitte & Touche LLP were approved by the audit committee in accordance with SEC requirements.

In the year ended December 31, 2021, there were no other professional services provided by Deloitte & Touche LLP, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of Deloitte & Touche LLP.

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Vote Required

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 requires an affirmative vote of a majority of the votes cast affirmatively or negatively. If you ABSTAIN from voting on proposal two, the abstention will have no effect on the outcome of the vote to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

The Board of Directors unanimously recommends that stockholders vote “FOR” the ratification of the selection of Deloitte & Touche LLP as Arcadia’s independent registered public accountants for the year ending December 31, 2022.

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PROPOSAL THREE:
ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

Our stockholders are entitled to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s rules. This is our first say-on-pay vote.

 

Please read the “Executive Compensation” section of this Proxy Statement for additional details about our executive compensation program.

 

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the Meeting:

 

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy statement for the 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”

 

We believe that our compensation policies and procedures are intended to be aligned with the long-term interests of our stockholders. The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board. However, the Board and Compensation Committee value the opinions of our stockholders, we will consider our stockholders’ concerns, and the Compensation Committee will consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

 

Required Vote

Approval on a non-binding, advisory basis of the compensation of our named executive officers requires an affirmative vote of a majority of the votes cast affirmatively or negatively. If you ABSTAIN from voting on proposal three, the abstention will have no effect on the outcome of the non-binding, advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in this proxy statement.

 

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
THE APPROVAL, ON A NONBINDING ADVISORY BASIS, OF
THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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ANNUAL REPORTS

The Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (our “Annual Report”) (which is not a part of our proxy soliciting materials), is being mailed with this Proxy Statement to those stockholders that request to receive a copy of the proxy materials in the mail. Stockholders that received the Notice of Internet Availability of Proxy Materials can access this Proxy Statement and our Annual Report at www.proxyvote.com, which does not have “cookies” that identify visitors to the site. Requests for copies of our Annual Report may also be directed to the Corporate Secretary at Arcadia Biosciences, Inc., 202 Cousteau Place, Suite 105, Davis, CA 95618, Attn: Corporate Secretary.

We filed our Annual Report with the SEC on March 31, 2022. It is available free of charge at the SEC’s web site at www.sec.gov. Upon written request by an Arcadia stockholder, we will mail without charge a copy of our Annual Report, including the financial statements and financial statement schedules, but excluding exhibits to our Annual Report. Exhibits to our Annual Report are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit(s). All requests should be directed to the Corporate Secretary at Arcadia Biosciences, Inc., 202 Cousteau Place, Suite 105, Davis, CA 95618, Attn: Corporate Secretary.

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OTHER MATTERS

The Board of Directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented or otherwise allowed to be considered at the Annual Meeting, the persons named in the enclosed proxy will have discretion to vote shares they represent in accordance with their own judgment on such matters.

It is important that your shares be represented at the meeting, regardless of the number of shares that you hold. You are, therefore, urged to submit your proxy or voting instructions at your earliest convenience.

BY ORDER OF THE BOARD OF DIRECTORS