UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________to
Commission File Number 001-36245
RiceBran Technologies
(Exact name of registrant as specified in its Charter)
California
(State or other jurisdiction of incorporation or organization)
25420 Kuykendahl Rd., Suite B300
Tomball, TX
(Address of Principal Executive Offices)
87-0673375
(I.R.S. Employer Identification No.)
77375
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (281) 675-2421
Securities registered under Section 12(b) of the Exchange Act:
Title of each class
Common Stock, no par value per share
Trading symbol
RIBT
Name of each exchange on which registered
The NASDAQ Capital Market
Securities registered under Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth
company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Non-accelerated filer ☒
Accelerated filer ☐
Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
Table of Contents
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended). YES ☐ NO ☒
As of June 30, 2021, the aggregate market value of the Company’s Common Stock (Common Stock) held by non-affiliates was approximately $38.1
million calculated by using the closing price of the Common Stock on such date on NASDAQ Capital Market of $0.83 per share.
As of March 17, 2022, there were 51,814,425 shares of Common Stock, no par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-K/A to amend our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the
Securities and Exchange Commission on March 17, 2022 (Original Filing), to include the information required by Part III of Form 10-K. The Part III
information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the
above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120
days after our fiscal year-end. The information required by Items 10-14 of Part III is no longer being incorporated by reference to the proxy statement
relating to our 2022 Annual Meeting of Shareholders. The reference on the cover of the Original Filing to the incorporation by reference to portions of our
definitive proxy statement into Part III of the Original Filing is hereby deleted. This Amendment No. 1 is not intended to update any other information
presented in the Original Filing. In addition, as required by Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended (Exchange
Act), new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by RiceBran Technologies’ (Company) principal executive officer and
principal financial officer are filed herewith as exhibits to this Amendment No.1. Because no financial statements have been included in this Amendment
No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of
the certifications have been omitted.
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PART III
FORM 10-K/A
Amendment No. 1
INDEX
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART IV
Item 15.
Exhibits and Financial Statement Schedules
Signatures
3
4
8
14
16
16
17
20
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
PART III
The following table sets forth the names and ages of the current Board of Directors of the Company (Board), our executive officers and the principal offices
and positions held by each person.
Name
Executive Officers
Peter G. Bradley
Todd T. Mitchell
Non-Employee Directors
Brent D. Rosenthal (1)(2)(3)
Will T. Black (1)(2)(3)
David Chemerow (1)(2)(3)
Jean M. Heggie (1)(2)(3)
Age
Position
62
55
Director and Executive Chairman
Chief Operating Officer, Chief Financial Officer and Secretary
50
64
70
65
Lead Independent Director
Director
Director
Director
(1)
(2)
(3)
Current member of the Audit Committee.
Current member of the Compensation Committee.
Current member of the Nominating and Governance Committee.
Peter G. Bradley has served as our director since July 2019 and as executive chairman of the Board since August 2020. Mr. Bradley is a global business
leader with more than 23 years of experience as an executive in consumer foods, dietary supplements, food ingredients and specialty chemicals. Mr.
Bradley has been a principal at Ingredient Insights (Insights), a strategic consulting business focused in food ingredients and specialty materials geared
toward mergers and acquisitions activity, supporting new start-ups and providing diligence support for institutional investors since 2017. He has been an
operating partner at Arbor Investments, a specialized private equity firm that focuses exclusively on acquiring premier companies in the food, beverage and
related industries since 2019. From 2016 to 2017, Mr. Bradley served as chairman of the board of Novel Ingredients (Novel), a technology driven provider
of value-added ingredients and finished products to the U.S. dietary supplement industry, where he spearheaded the entry into finished consumer products
and successfully guided Novel through the process that culminated in its acquisition by Innophos Holdings, Inc. (Innophos) in August 2017. As chief
executive officer of Novel from 2014 to 2016, he guided Novel’s transition from an owner-managed business into a successful private equity portfolio
company. From 2009 to 2013, Mr. Bradley was chief executive officer of Warwick International Group, a specialty chemical company manufacturing
bleach activator for the global home care industry and distributing specialty chemicals in Southern Europe and Asia. Prior to Warwick, Mr. Bradley was
with Sensient Technologies Corporation (NYSE: SXT), in various executive management positions from 2003 to 2009. Mr. Bradley holds a bachelor’s
degree in Business Studies from Manchester University and a Post Graduate Diploma in Marketing from Manchester Business School. The Board believes
that Mr. Bradley’s extensive experience in consumer foods, dietary supplements and food ingredients coupled with his history of successful expansion into
new markets are the attributes, skills, experiences and qualifications that allow Mr. Bradley to make a valuable contribution as one of our directors.
Todd T. Mitchell has served as our chief operating officer since December 2021, our chief financial officer since July 2019 and our executive vice president
from May 2019 to June 2019. From 2015 until 2019, Mr. Mitchell served as chief financial officer of the Park City Group, Inc. (NASDAQ: PCYG). Mr.
Mitchell served as a director of research for Brean Capital, LLC from 2012 to 2015, after working as a research analyst at various Wall Street firms for 12
years, focusing on technology companies. Mr. Mitchell earned a Master of Business Administration and a Master of Economics from George Washington
University, and a Bachelor of Arts from Vassar College
Brent D. Rosenthal has served as a director since July 2016 and as lead independent director since August 2020. Mr. Rosenthal was non-executive
chairman of our Board from July 2016 to August 2020. Mr. Rosenthal is the founder of Mountain Hawk Capital Partners, LLC, an investment fund focused
on small and micro-cap equities in the food and technology media telecom (TMT) industries. Mr. Rosenthal also serves as chairman of the board of
directors of Comscore (NASDAQ: SCOR) and on the board of directors of FLYHT Aerospace Solutions Ltd. (OTCX: FLYLF). Previously, Mr. Rosenthal
was an advisor to the board of directors of Park City Group (NASDAQ: PCYG), a food safety and supply chain software company from 2015 to 2018. Mr.
Rosenthal was a partner in affiliates of W.R. Huff Asset Management where he worked from 2002 to 2016. Mr. Rosenthal served on the board of directors
of Rentrak (NASDAQ: RENT) from 2008 to 2016 and as non-executive chairman of the board from 2011 to 2016. He also served on the boards of
directors of four privately-held Hispanic food companies. Earlier in his career, Mr. Rosenthal was director of mergers and acquisitions for RSL
Communications Ltd. and served emerging media companies for Deloitte. Mr. Rosenthal is an inactive certified public accountant. Mr. Rosenthal earned
his Bachelor of Science degree from Lehigh University and Master of Business Administration degree from the S.C. Johnson Graduate School of
Management at Cornell University. The Board believes that Mr. Rosenthal’s experience investing in the food industry, independent board experience and
business acumen are the attributes, skills, experiences and qualifications that allow Mr. Rosenthal to make a valuable contribution as one of our directors.
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Will T. Black has served as our director since April 28, 2022. Mr. Black currently serves as a commercial advisor for the Keto Swiss, AG, a ketone
discovery and development company based in Basel, Switzerland, since 2020. He founded and has been chief executive officer of Single Track Consulting,
LLC, focusing on global advisory for the nutrition and health sector, since 2019. Mr. Black has over thirty-five years of experience in the global health and
nutrition industry. He served as the following in his career: senior vice president of sales and marketing at ChromaDex (NASDAQ: CDXC), a global
bioscience company focused on the discovery and development of healthy aging nutraceutical ingredients, from 2016 to 2019; chief operating officer of
Natreon, Inc. a proprietary botanical ingredient company, from 2015 to 2016; and global head of marketing of human nutrition and health for DSM
Nutritional Products (AEX: DSM.AS), a world leader in the discovery and development of new nutraceutical ingredients and the world’s largest
manufacturer of letter vitamins and Omega-3 fatty acids, from 2008 to 2015. Mr. Black also held senior leadership roles with DuPont Nutrition and Health
(NYSE: DD) in sales, marketing, business development and site management for the Solae business unit, focusing on the development and applications of
high-value soy proteins and fiber for the food, beverage and meat analogue industries, from 1995 to 2007. From 1989 to 1995, he served as director of
operations for the specialty Human and Animal Nutrition unit of Solae, which developed and manufactured proprietary ingredients for use in the specialty
baking, beverage and companion animal sectors. Mr. Black is a graduate of the University of Missouri with a degree in economics and business. The Board
believes that Mr. Black’s extensive experience in the functional, high-value nutritional ingredient industry and deep knowledge of the dietary supplement
and specialized food and beverage sectors will bring a unique and relevant perspective to the Board. Additionally, the Board believes Mr. Black’s
operational experience and experience with publicly-traded companies, along with his business knowledge and acumen are the attributes, skills,
experiences and qualifications that allow Mr. Black to make a valuable contribution as one of our directors.
David Chemerow has served as a director since October 2018. From August 2016 to September 2017, Mr. Chemerow served as the chief financial officer
and treasurer of Comscore, Inc., a digital data and analytics company, and from January 2016 to August 2016, Mr. Chemerow served as the chief revenue
officer of Comscore, Inc. Mr. Chemerow served as the chief operating officer and chief financial officer of Rentrak Corporation, a media measurement and
advanced consumer targeting company, from October 2009 until Rentrak Corporation was merged into comScore, Inc. in January 2016. Prior to 2009, Mr.
Chemerow served in senior executive roles in several companies. Mr. Chemerow previously served as the non-executive chairman of the board of Playboy
Enterprises, Inc. and is a member of the board of directors of Dunham’s Athleisure Corporation, a sporting goods retailer. Mr. Chemerow serves on the
board of The Martha’s Vineyard Playhouse, a non-profit theatre. Mr. Chemerow is a member and board leadership fellow of the National Association of
Corporate Directors. Mr. Chemerow is a graduate of Dartmouth College and holds a Master of Business Administration degree from The Amos Tuck
School. The Board believes that Mr. Chemerow’s extensive experience, business knowledge and experience as chief operating officer and chief financial
officer of several public companies are the attributes, skills, experiences and qualifications that allow Mr. Chemerow to make a valuable contribution as
one of our directors.
Jean M. Heggie has served as our director since April 28, 2022. Ms. Heggie is founder of Heggie & Associates, LLC, a food industry consultancy that
provides strategic marketing counsel to companies and trade associations involved in the consumer food, food ingredient and ag-tech sectors. She has been
active as a consultant and spokesperson for the United Soybean Board, a trade association representing the interests of U.S. soybean industry, since 2020 .
In 2020, Ms. Heggie retired from DuPont Nutrition & Biosciences (NYSE: DD) after a 33-year career in food ingredient marketing. At the time of her
retirement, she was the global marketing lead for DuPont’s protein solutions business unit, leading the development and execution of the company’s
strategic marketing plan supporting its plant protein portfolio from 2016 to 2020. Prior to that role, Ms. Heggie led DuPont’s North America regional
industry team, consisting of regional marketing, innovation and product management leaders, in the execution of business initiatives in support of the
company’s broader ingredient portfolio from 2013 to 2015. Ms. Heggie also held prior marketing and product management roles with Solae, LLC, DuPont
Protein Technologies, Universal Flavors, Burns Philp Food Ingredients, Beck Flavors and Ralston Purina’s Protein Technologies International. Ms. Heggie
received a Bachelor of Science degree in human nutrition, a Master of Science degree in education and a Master of Business Administration degree, all
from the University of Missouri-Columbia. The Board believes that Ms. Heggie’s extensive experience in driving global strategic marketing plans, leading
marketing execution, branding, communications and positioning initiatives, as well as her industry knowledge and success marketing food ingredients
globally are the attributes, skills, experiences and qualifications that allow Ms. Heggie to make a valuable contribution as one of our directors.
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Role of the Board; Corporate Governance Matters
Board Leadership Structure
The Board believes our governance structure follows a successful leadership model under which our executive chairman also serves in a role as acting chief
executive of the Company. We recognize that different leadership models may work well for other companies at different times depending on individual
circumstances, and we believe that the Company is well served by the combination of these roles as we seek to improve the performance of the Company
and review our strategic alternatives. To enhance this approach and strengthen the oversight capabilities of the Board we have designated a lead
independent director who is charged with working with the other independent directors in carrying out the strategic, governance, oversight and decision-
making responsibilities of the Board.
The Board does not have a policy, one way or the other, with respect to whether the same person should serve as both the chief executive officer and
chairman of the Board or, if the roles are separate, whether the chairman should be selected from the non-employee directors or should be an employee.
The Board believes that it should have the flexibility to make these determinations at any given point in time in the way that it believes best to provide
appropriate leadership for the Company at that time. The Board evaluates the leadership structure annually, and it will continue to do so as circumstances
change, including if a new chief executive officer is elected. Currently, Mr. Bradley serves as executive chairman of the Board and Mr. Rosenthal serves as
lead independent director.
Risk Oversight
Our Board is currently comprised of five (5) directors, four of whom are independent. The Board has three standing committees with separate chairs -
Audit, Compensation and Nominating and Governance. Our Audit Committee is responsible for overseeing risk management and at least annually reviews
and discusses with management policies and systems pursuant to which management addresses risk, including risks associated with our audit, financial
reporting, internal control, disclosure control, legal and regulatory compliance, and investment policies. Our Audit Committee also serves as the contact
point for employees to report corporate compliance issues. Our Audit Committee regularly reviews with our Board any issues that arise in connection with
such topics. Our full Board regularly engages in discussions of risk management to assess major risks facing the Company and review options for their
mitigation. Each of our Board committees also considers the risk within its area of responsibilities. For example, our Compensation Committee periodically
reviews enterprise risks to ensure that our compensation programs do not encourage excessive risk-taking and our Nominating and Governance Committee
oversees risks related to governance issues.
Director Independence
Our Board annually determines the independence of each director, based on the independence criteria set forth in the listing standards of the Marketplace
Rules of Nasdaq. In making its determinations, the Board considers all relevant facts and circumstances brought to its attention as well as information
provided by the directors and a review of any relevant transactions or relationships between each director or any member of his or her family, and the
Company, its senior management or our independent registered public accounting firm. Based on its review, the Board determined that Brent D. Rosenthal,
Will T. Black, David Chemerow, and Jean M. Heggie are each independent under the Nasdaq’s criteria for independent board members.
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Board Committees
During 2021, the Board held four (4) meetings and each then-current director attended at least 75% of those meetings during the period that director was on
the Board. Our Board and its committees set schedules to meet throughout the year and also can hold special meetings and act by written consent from time
to time, as appropriate. Our Board has delegated various responsibilities and authority to its committees as generally described below. The committees
regularly report on their activities and actions to the Board.
Audit Committee
The Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, assists the Board in its general oversight of
our financial reporting, internal controls, and audit functions, and is directly responsible for the appointment, compensation and oversight of the work of
our independent registered public accounting firm. The members of the Audit Committee are Brent D. Rosenthal, Will T. Black, David Chemerow, and
Jean M. Heggie. Each member of the Audit Committee is independent under Nasdaq’s independence standards for audit committee members and within the
meaning of Rule 10A-3 of the Exchange Act. The Board has determined that Brent D. Rosenthal and David Chemerow are each an “audit committee
is available on our website at
financial expert”, as defined by
www.ricebrantech.com/investors/annual-meeting. The Audit Committee met five (5) times in 2021 and each then-current director attended at least 75% of
those meetings during the period that the director was a committee member.
the SEC. The charter of
the Audit Committee
rules of
the
Compensation Committee
The Compensation Committee establishes our executive compensation policy, determines the salary and bonuses of our executive officers and recommends
to the Board share-based compensation grants for our executive officers. The members of the Compensation Committee are Brent D. Rosenthal, Will T.
Black, David Chemerow, and Jean M. Heggie and each member is independent under Nasdaq’s independence standards for compensation committee
members. Our executive chairman often makes recommendations to the Compensation Committee and the Board concerning compensation of other
executive officers. The Compensation Committee seeks input on certain compensation policies from the executive chairman. The charter of the
Compensation Committee is available on our website at www.ricebrantech.com/investors/annual-meeting.
In fulfilling its duties and responsibilities, the Compensation Committee seeks periodic input, advice and recommendations from various sources, including
our Board and our executive officers. The Committee at all times exercises independent discretion in its executive compensation decisions. The
Compensation Committee met three (3) times in 2021 and each then-current director attended at least 75% of those meetings during the period that the
director was a committee member.
Nominating and Governance Committee
The Nominating and Governance Committee is responsible for matters relating to the corporate governance of our Company and the nomination of
members of the Board and committees thereof. The members of the Nominating and Governance Committee are Brent D. Rosenthal, Will T. Black, David
Chemerow, and Jean M. Heggie and each member is independent under Nasdaq’s independence standards. The charter of the Nominating and Governance
Committee is available on our website at www.ricebrantech.com/investors/annual-meeting. The Nominating and Governance Committee met one (1) time
in 2021 and each then-current director attended those meetings during the period that the director was a committee member.
Nomination Process
In evaluating potential candidates for membership on the Board, the Nominating and Governance Committee may consider such factors as it deems
appropriate. These factors may include judgment, skill, diversity, integrity, experience with businesses and other organizations of comparable size, the
interplay of the candidate’s experience with the experience of other Board members and the extent to which the candidate would be a desirable addition to
the Board and any committees of the Board. While the Nominating and Governance Committee has not established any specific minimum qualifications
for director nominees, the Nominating and Governance Committee believes that demonstrated leadership, as well as significant years of service in an area
of endeavor such as business, law, public service, related industry or academia, is a desirable qualification for service as our director. Upon the
identification of a qualified candidate, the Nominating and Governance Committee selects, or recommends for consideration by the full Board, the nominee
for the election of directors to the Board.
We are committed to diversity and inclusion. Although we do not have a formal policy in place, we consider diversity, among other factors, to identify our
nominees for the Board. We view diversity broadly to include diversity of experience, skills and viewpoint as well as more traditional diversity concepts. In
sum, we strive to assemble a diverse Board that is strong in its collective knowledge and that also consists of individuals who bring a variety of
complementary attributes and skills to the Board such that the Board, taken as a whole, has the necessary and appropriate skills and experience to provide
an enriched environment. The needs of the Board and the factors that the Nominating and Governance Committee considers in evaluating candidates are
reassessed on an annual basis, when the committee’s charter is reviewed. The charter of the Nominating and Governance Committee is available on our
website at www.ricebrantech.com/investors/annual-meeting.
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The Nominating and Governance Committee will consider nominees recommended by shareholders. Any shareholder may make recommendations to the
Nominating and Governance Committee for membership on the Board by sending a written statement of the qualifications of the recommended individual
to: Secretary, RiceBran Technologies, 25420 Kuykendahl Rd., Suite B300, Tomball, Texas 77375. Such recommendations should be received no later than
sixty (60) days prior to the annual meeting for which the shareholder wishes his or her recommendation to be considered. The Board will evaluate
candidates recommended by shareholders on the same basis as it evaluates other candidates, including the following criteria:
●
●
●
Directors should be of the highest ethical character and share values that reflect positively on themselves and us.
Directors should have reputations, both personal and professional, consistent with our image and reputation.
Directors should be highly accomplished in their respective fields, with superior credentials and recognition.
The fact that a proposed director nominee meets some or all of the above criteria will not obligate the Nominating and Governance Committee to nominate
or recommend the candidate for election to the Board in the proxy materials.
Code of Business Conduct and Ethics
Our Board has adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees. Any waivers of any provision of
this code for our directors or officers may be granted only by the Board or a committee appointed by the Board. Any waivers of any provisions of this code
for an employee or a representative may be granted only by our executive chairman or chief financial officer. We will provide any person, without charge, a
copy of this code. Requests for a copy of the code may be made by writing to RiceBran Technologies at 25420 Kuykendahl Rd., Suite B300, Tomball,
Texas 77375, Attention: Secretary. The Code of Business Conduct and Ethics is also available on our website at www.ricebrantech.com/investors/annual-
meeting.
Our Board has not adopted any practices or policies regarding the ability of our employees or directors, or any of their designees, to engage in transactions
that that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our directors, our executive officers and beneficial
owners of more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership
of our Common Stock and other equity securities. Directors, executive officers and greater than 10% beneficial owners are required by SEC regulation to
furnish us with copies of all Section 16(a) reports they file. Based solely on the review of the copies of such forms furnished to us and written
representations that no other reports were required, we believe that all reporting requirements under Section 16(a) for the fiscal year ended December 31,
2021, were met in a timely manner by the directors, executive officers and greater than 10% beneficial owners, except the reports described below. A
restricted stock unit (RSU) under which issuance of Common Stock is deferred, once vested, to the date the holder is no longer providing services to
RiceBran Technologies is referred to herein as a deferred stock unit (DSU).
Delinquent Section 16(a) Reports
The following reports were not submitted in time pursuant to Section 16(a) in the last fiscal year: a Form 4 reporting one DSU award for each of Beth L
Bronner, Ari Gendason, Brent D. Rosenthal and David Chemerow; a Form 4 reporting one DSU grant, a Form 4 reporting Common Stock issued upon
vesting of an RSU, and four Form 4s reporting stock awards for Peter G. Bradley; a Form 4 reporting Common Stock issued upon vesting of an RSU for
Todd T. Mitchell.
ITEM 11. EXECUTIVE COMPENSATION
We are currently considered a “smaller reporting company” for purposes of the Securites Exchange Commission’s executive compensation disclosure rules.
In accordance with such rules, we are required to provide a summary compensation table and an outstanding equity awards at fiscal yearend table, as well
as limited narrative disclosures. Further, our reporting obligations extend only to the individuals serving as our chief executive officer, and our two other
most highly compensated executive officers, if any. For the fiscal year ended December 31, 2021, our “named executive officers” were:
● Peter G. Bradley, Director and Executive Chairman; and
● Todd T. Mitchell, Chief Operating Officer and Chief Financial Officer.
Compensation Philosophy
Our Compensation Committee is charged with the evaluation of the compensation of our named executive officers and to assure that they are compensated
effectively in a manner consistent with our compensation strategy and resources, competitive practice, and the requirements of the appropriate regulatory
bodies.
Our compensation philosophy has the following basic components: (i) establish competitive base salaries to attract qualified talent, and (ii) evaluate
performance and grant performance-based bonuses that may include share-based and cash components. Our goal is to establish executive compensation
levels to allow us to remain competitive in our industry and to attract and retain executives of a high caliber. Similarly, we strive to align components of
annual compensation to performance and achievement of our business objectives in an effort to retain highly motivated executives who are focused on
performance. We review other public reports and consider the compensation paid to executives at similarly situated companies, both within and outside of
our industry, when determining and evaluating our compensation philosophy and compensation levels. Our performance, including, but not limited to,
earnings, revenue growth, cash flow, and continuous improvement initiatives, is a significant part of our evaluation and determination of compensation
levels.
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Summary Compensation Table
The following table sets forth all compensation awarded, earned or paid to our named executive officers for services rendered to us in all capacities during
fiscal years 2021 and 2020.
Name and Principal Position (1) Year
Salary
($) (1)
Bonus
($)
Option
Awards
($) (2)
Stock
Awards
($)(2)(3)
Nonequity
Incentive Plan All Other
Compensation Compensation
($)
($) (4)
Total
($)
Peter G. Bradley, Director and
Executive Chairman
Todd T. Mitchell, Chief Operating
Officer and Chief
Financial Officer
2021
2020
180,000
67,500
-
-
-
-
318,055
43,784
-
-
-
-
498,055
111,284
2021
2020
265,000
235,000
-
-
-
76,697
75,000
175,500
20,000
20,000
-
4,576
360,000
511,773
(1)
(2)
(3)
(4)
(5)
As discussed further in the “Narrative Disclosure to the Summary Compensation Table” section below, the named executive officers held various
positions in 2021 and 2020. Mr. Bradley was appointed executive chairman of the Board in August 2020. As such, the amounts reported for 2020
for Mr. Bradley reflect the compensation paid to him during the portion of 2020 during which he was employed as our Executive Chairman. Mr.
Mitchell was appointed chief operating officer in December 2021. The amounts reported for 2021 for Mr. Mitchell reflect amounts paid to him
during the full 2021 fiscal year.
Amounts in this column reflect the grant date fair value, calculated in accordance with FASB ASC Topic 718, of equity and equity-based awards
granted to the named executive officers. The assumptions underlying these calculations are described in Note 10 to our consolidated financial
statements included in our Annual Report on Form 10-K for 2021.
For 2021, amounts in this column relate to awards of Common Stock, RSUs (including DSUs) granted under the Amended and Restated 2014
Equity Incentive Plan (the 2014 Plan), which awards are discussed further in the “Narrative Disclosure to the Summary Compensation
Table” section below. A portion of the amount included in this column for Mr. Bradley is attributable to an award of 45,872 DSUs granted to Mr.
Bradley on June 16, 2021, as compensation for his service on the Board. The grant date fair value associated with this DSU award was $50,000
and calculated in the manner described in Note 2 above. The amounts in this column exclude the December 2021 RSU Board award to Mr.
Mitchell of 1,000,000 RSUs, as discussed further in the “Narrative Disclosure to the Summary Compensation Table” section below, because the
award is considered contingently granted and thus does not have a grant date fair value under FASB ASC Topic 718.
Amounts in this column reflect payments made to Mr. Mitchell pursuant to our bonus plan applicable to senior officers which contains written
performance objectives that were communicated to Mr. Mitchell at the beginning of the fiscal year.
All other compensation for Mr. Mitchell in 2020 consists of 401(k) safe harbor contributions:
Narrative Disclosure to the Summary Compensation Table
The following is a brief description of the compensation arrangements we have with each of the named executive officers and other compensation received
by the named executive officers during 2021. All Common Stock, stock option, and RSU grants (including DSU grants) described below were made
pursuant to the 2014 Plan.
Peter G. Bradley, Executive Chairman
Mr. Bradley served as a non-employee director of our Board from July 2019 until he was initially employed by us when he was appointed executive
chairman of the Board effective August 14, 2020. We entered into an offer letter with Mr. Bradley on August 12, 2020, governing the terms of his
employment as our executive chairman (Offer Letter). The nature of Mr. Bradley’s employment is at-will and the term of Mr. Bradley’s Offer Letter
continues until either the Company or Mr. Bradley elects to terminate the agreement.
Under the Offer Letter, Mr. Bradley is entitled to receive an annual cash salary of $180,000 and an annual cash bonus award. Whether any bonus award is
earned by Mr. Bradley is determined in the complete discretion of the Board. We do not maintain a formal bonus plan, but historically, the Board has
considered both individual and Company performance in determining whether annual bonuses have been earned. The Board determined that no annual
bonus was earned by Mr. Bradley for the 2020 or 2021 fiscal years. Mr. Bradley is also entitled under the Offer Letter to receive stock grants under the
2014 Plan with a value of $10,000 for each month of his service. The monthly grant was in the form of shares of Common Stock for his service from
August 2020 through November 2021 and in the form of DSUs for his December 2021 service. Each Common Stock and DSU award was fully vested on
the applicable date of grant. The number of shares of Common Stock awarded or subject to a DSU, as applicable, was determined based on the volume-
weighted average closing price of our Common Stock for the ten trading days prior to the applicable date of grant. Additionally, Mr. Bradley is eligible
under the Offer Letter to participate in the benefit plans and programs we make available to similarly situated employees from time to time.
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Effective February 1, 2022, Mr. Bradley’s annual cash salary increased from $180,0000 to $240,0000 and the monthly stock grant decreased from $10,000
to $5,000; however, any future monthly stock grants are contingent upon shareholders approving an increase in the shares available for issuance under the
2014 Plan. If shareholders do not approve such increase prior to Mr. Bradley’s separation from the Company or a change in control, he will receive $5,000
cash for each month of service after January 2022, in lieu of stock.
Mr. Bradley received awards of RSUs and DSUs during 2021 in addition to the stock awards granted pursuant to the Offer Letter as described above. In
February 2021, the Board granted Mr. Bradley 156,250 RSUs. Half of the RSUs vested on February 26, 2022, and the remainder vest on February 26,
2023, subject to Mr. Bradley’s continued employment through February 26, 2023. In June 2021, as compensation for his services as a director, the Board
granted Mr. Bradley 45,872 DSUs which vest on the earlier of June 16, 2022, or one day prior to the annual meeting, subject to Mr. Bradley’s continued
employment, or board service, through the vesting date.
Todd T. Mitchell, Chief Operating Officer and Chief Financial Officer
Mr. Mitchell was initially employed by us in May 2019, appointed chief financial officer effective July 1, 2019, and appointed chief operating officer
effective December 7, 2021. We entered into an employment agreement with Mr. Mitchell on May 28, 2019, governing the terms of his employment
(Employment Agreement). The term of Mr. Mitchell’s employment agreement renews automatically for successive one-year terms unless either party
notifies the other party in writing at least ninety (90) days prior to the expiration of the then-effective term of such party’s intention not to renew the
agreement. Under the Employment Agreement, Mr. Mitchell is entitled to receive an annual base salary of $235,000. Mr. Mitchell’s salary was increased
from $235,000 to $275,000 effective April 1, 2021. Mr. Mitchell is eligible to participate in any bonus program that we adopted applicable to our senior
officers. Mr. Mitchell is currently eligible to earn an annual cash bonus of up to 40% of his annual base salary based upon satisfaction of corporate and
individual goals as determined by our Compensation Committee. The Compensation Committee determined that Mr. Mitchell earned an annual bonus of
$20,000 for 2021 which was paid in 2022 and an annual bonus of $20,000 for 2020 which was paid in 2021.
Under the Employment Agreement, Mr. Mitchell is eligible to receive equity awards at the discretion of the Board or the Compensation Committee. In
February 2021, the Board granted Mr. Mitchell 78,125 RSUs. Half of the RSUs vest on February 26, 2022, and the remainder vest on February 26, 2023,
subject to Mr. Mitchell’s continued employment through February 26, 2023.
In December 2021, the Board granted Mr. Mitchell 1,000,000 RSUs. The RSUs will vest in full if a change of control of the Company occurs prior to
December 31, 2026, provided that Mr. Mitchell remains in continuous service to the Company through the change of control date. However, if our
shareholders approve an expansion of the shares available for issuance under the 2014 Plan prior to December 15, 2022, then the RSUs will vest 20% on
December 15th of each of 2022, 2023, 2024, 2025 and 2026, subject to Mr. Mitchell’s continuous employment through each such date. Because the award
is considered contingently granted under FASB ASC Topic 718, no grant date fair value is associated with the award during 2021, and thus no amounts
related to this award are reflected in the Summary Compensation Table.
Equity Compensation Arrangements - Amended and Restated 2014 Equity Incentive Plan (the 2014 Plan)
The Board adopted the 2014 Plan in June 2020, after it was approved by our shareholders. As of December 31, 2021, the total shares of Common Stock
authorized for issuance under the plan, as amended, was 6,300,000 shares. Under the terms of the 2014 Plan, we may grant stock options, shares of
Common Stock and other share-based awards to officers, directors, employees or consultants providing services on such terms as are determined by the
Board. The Board administers the plan, determines vesting schedules on plan awards and may accelerate the vesting schedules for award recipients. The
options granted under the 2014 Plan have terms of up to 10 years. As of December 31, 2021, awards for the purchase of 5,813,021 shares of Common
Stock had been granted and remain outstanding (including Common Stock options, Common Stock, RSUs (including DSUs)) and 486,979 shares of
Common Stock were reserved for future grants under the 2014 Plan. In addition, as of December 31, 2021, we had outstanding restricted stock unit awards
for 1,000,000 shares of Common Stock, the vesting of which, as amended, is subject to our shareholders approving an increase in the total shares of
Common Stock authorized for issuance under the 2014 Plan on or before December 15, 2022.
Pension Benefits
Our named executive officers were eligible to participate in a defined contribution retirement plan qualified under subsection 401(k) of the Internal
Revenue Code (the 401(k) Plan) in 2021. Named executive officers participating in the 401(k) Plan did not receive contributions from the Company into
the 401(k) Plan in 2021. None of our named executive officers are currently covered by any other pension plan or other similar benefit plan that provides
for payments or other benefits at, following, or in connection with retirement.
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Nonqualified Deferred Compensation
None of our named executive officers are covered by a defined contribution or other plan that provides for the deferral of compensation on a basis that is
not tax-qualified. Mr. Bradley holds DSUs, issued as compensation for his service as a director which are discussed in “Director Compensation.” These
DSUs are nonqualified deferred compensation awards.
Outstanding Equity Awards
The following table provides information as of December 31, 2021, regarding outstanding equity awards held by each of our named executive officers.
Option Awards
Stock Awards
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
Number of
Securities
Underlying
Unexercised
Options
(#
Option
Exercise Price
Option
Expiration
Number of
Shares or
Units of Stock
That Have
Not
Vested
Market Value
of Shares or
Units of Stock
That Have
Not
Vested
Exercisable)
(#)
($/sh)
Date
(#)(10)
($)(9)(10)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
-
-
-
-
-
48,437
21,550
5,500
-
-
-
-
-
26,563
64,650
16,500
-
-
-
-
-
2.90
1.23
1.11
-
-
45,872
156,250
-
-
-
5/28/2029
1/28/2030
3/31/2030
78,125
162,500
1,000,000
-
-
-
16,055
54,688
27,344
56,875
350,000
-
-
-
Peter G. Bradley
Todd T. Mitchell
(1) Represents shares subject to DSUs. Unvested units vest the earlier of June 16, 2022, or one day prior to the Annual Meeting, subject to Mr. Bradley’s
continued service to the Company through the applicable date.
(2) Represents shares subject to RSUs. Unvested units vest in two equal annual installments on each of February 26, 2022, and February 26, 2023, subject
to Mr. Bradley’s continued employment or service to the Company through each such date.
(3) Represents shares subject to RSUs. Unvested units vest in two equal annual installments on each of February 26, 2022, and February 26, 2023, subject
to Mr. Mitchell’s continued employment with the Company through each such date.
(4) Represents shares subject to RSUs. Mr. Mitchell was awarded 325,000 RSUs in December of 2020, half of which vested on December 9, 2021, with
the other half remaining outstanding. Unvested units vest on December 9, 2022, subject to Mr. Mitchell’s continued employment with the Company.
(5) Represents shares subject to RSUs. Unvested units will vest fully if a change of control of the Company occurs prior to December 31, 2026, and Mr.
Mitchell remains in continuous service to the Company through the change of control date. However, if our shareholders approve an expansion of the
shares available for issuance under the 2014 Plan prior to December 15, 2022, then the RSUs will vest 20% on December 15th of each of 2022, 2023,
2024, 2025 and 2026.
(6) Unvested options vest and become exercisable in seventeen equal monthly installments ending May 28, 2023, subject to Mr. Mitchell’s continued
employment with the Company through the applicable vesting date.
(7) Unvested options vest and become exercisable in three equal annual installments ending January 28, 2024, subject to Mr. Mitchell’s continued
employment with the Company through the applicable vesting date.
(8) Unvested options vest and become exercisable in three equal annual installments ending March 31, 2024, subject to Mr. Mitchell’s continued
employment with the Company through the applicable vesting date.
(9) Amounts in this column were calculated by multiplying the number of shares underlying the unvested awards by $0.35, the closing price of our
Common Stock on December 31, 2021.
(10) This table excludes 170,308 of vested DSUs held by Mr. Bradley as of December 31, 2021, for which settlement is deferred until the date Mr. Bradley
is no longer providing services to the Company. The market value of the vested DSUs as of December 31, 2021 was $59,608, which amount was
calculated by multiplying the number of shares underlying the vested DSUs by $0.35, the closing price of our Common Stock on December 31, 2021.
Termination and Change in Control Arrangements
The Employment Agreement with Mr. Mitchell requires us to provide compensation to him upon certain qualifying terminations of his employment with us
or upon a termination of his employment for any reason within a certain period before or after a change in control of the Company. The Offer Letter with
Mr. Bradley does not provide for payments upon a termination of Mr. Bradley’s employment or upon the occurrence of a change in control.
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In addition to the consideration described above, the amount of compensation payable to Mr. Mitchell for termination or a change of control under his
employment agreement is discussed below.
● Termination Without Cause, for Good Reason, or due to Death. In the event employment is terminated (i) by us other than for Cause, (ii) by the
employee for Good Reason, or (iii) due to the employee’s death, Mr. Mitchell shall be entitled to a cash lump sum payment in an amount equal to
the current base annual salary he would have been paid during the 90-day period following such termination.
● Termination in Connection with a Change of Control. In the event that the Mr. Mitchell resigns or is terminated within 60 days before and 90 days
after a Change of Control, Mr. Mitchell would be entitled to a cash lump sum payment in an amount equal to the current base annual salary he
would have been paid during the 270-day period following such termination.
For purposes of the Employment Agreement:
“Cause” is defined as (i) a material breach of the terms of his employment agreement, which breach remains uncured for 30 days following written notice
of breach, (ii) the employee has been grossly negligent or has engaged in material willful or gross misconduct in the performance of his duties, (iii) the
employee has committed, as reasonably determined by our Board, or has been convicted by a court of law of fraud, moral turpitude, embezzlement, theft,
or similar criminal conduct, or any felony, (iv) employee habitually misuses alcohol, drugs, or any controlled substance, (v) the employee breaches his
proprietary information agreement, or (vi) the employee fails to meet reasonable written standards established by us for performance of his duties under
his employment agreement.
“Good Reason”, is defined as (i) any material breach by us of any provision of the employee’s employment agreement; (ii) a material reduction of the
employees duties or responsibilities, or the assignment of duties or responsibilities that are not consistent or commensurate with his position at the time
the employee entered into the agreement (iii) any reduction of the employee’s base salary other than as part of a general reduction of the salaries of all or
substantially all of our employees.
“Change of Control” means any of the following events: (x) the consummation of a merger or consolidation of the Company with any other entity which
results in the voting securities of the Company outstanding immediately prior thereto failing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the
Company or such surviving entity outstanding immediately after such merger or consolidation, or (y) the sale or other transfer in one or more
transactions not in the ordinary course of the Company’s business or personal property assets constituting more than fifty percent (50%) of the personal
property assets of the Company and its subsidiaries (taken as a whole) to any such person or group of persons; provided, however, that the sale of the
assets or equity interests of any subsidiary of the Company shall not constitute a Change of Control.
In addition to compensation otherwise payable to Mr. Bradley and Mr. Mitchell, regardless of the circumstances of Mr. Bradley’s or Mr. Mitchell’s
termination of employment, they will be entitled to receive amounts earned during the term of their employment. Such amounts include: the portion of their
current annual base salary and bonuses which have accrued through the date of termination but remain unpaid and payment for accrued but unused
vacation.
Mr. Mitchell’s RSU award dated December 15, 2021, provides that upon a Change in Control Transaction which occurs prior to December 31, 2026 (so
long as Mr. Mitchell remains in continuous service with the Company through the Change in Control Transaction date), 100% of the awarded RSUs will
vest immediately upon such Change in Control Transaction. If a Change in Control Transaction does not occur prior to December 31, 2026, Mr. Mitchell
shall forfeit all unvested RSUs pursuant to the award agreement on December 31, 2026. As such, if a Change in Control Transaction was consummated on
December 31, 2021, such award would have vested in full. If a Change in Control Transaction did not occur and Mr. Mitchell’s employment was
terminated for any reason on December 31, 2021, all RSUs subject to the award would have been immediately forfeited.
For purposes of the 2014 Plan, a “Change of Control Transaction” means the occurrence of any of the following: (a) acquisition (including through
purchase, reorganization, merger, consolidation or similar transaction), directly or indirectly, in one or more transactions by a person of beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities representing 45% or more of the combined voting power of the
securities of the Company entitled to vote generally in the election of directors of the Board, calculated on a fully diluted basis after giving effect to such
acquisition; (b) election of persons to the Board that causes two-thirds of the Board to consist of persons other than (i) members of the Board on the
effective date and (ii) persons who were nominated for election as members of the Board at a time when two-thirds of the Board consisted of persons who
were members of the Board on the effective date; provided that any person nominated for election by a Board at least two-thirds of which consisted of
persons described in clauses (i) or (ii) or by persons who were themselves nominated by such Board shall be deemed to have been nominated by a Board
consisting of persons described in clause (i); (c) sale or other disposition, directly or indirectly, of all or substantially all of the assets of the Company and
its subsidiaries, taken as a whole, to any person.
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Director Compensation
Our Compensation Committee adopted a comprehensive director compensation program to attract and retain qualified non-employee directors who are
critical to the future value, growth and governance of our Company. The compensation package for our non-employee directors provides for a mix of cash
and equity-based compensation. Non-employee directors receive the annual retainer and committee fees described in the table below for serving as
directors and as members of committees of our Board.
General board service - all directors
Service as lead independent director
Committee assignments:
Committee chair
Members
General
Board
Service
($)
50,000
50,000
-
-
Audit
Committee
($)
-
-
18,000
8,000
Nominating
and
Governance
Committee
($)
-
-
Compen-sation
Committee
($)
-
-
9,500
4,500
10,000
5,000
Executive
Committee
($)
-
-
12,000
12,000
For 2021, the Compensation Committee approved payment of the annual retainer amounts and committee fees listed in the table above in the form of
quarterly cash installments. We reimburse all directors for travel required in connection with their service on the Board and other necessary business
expenses incurred in the performance of director services and extend coverage to them under our directors and officers indemnity insurance policies.
In addition to the compensation in the table above, under the director compensation program, each director is entitled to receive an annual fixed equity
grant under the 2014 Plan on the date of the annual shareholder meeting as compensation for their services. In 2021, the value of the annual grant was
$100,000 for the lead independent director, $75,000 for the non-executive vice-chairman of the Board and $50,000 for each other director. In 2021, the
Compensation Committee approved payment of the annual fixed equity grants in the form of grants of restricted stock units (RSUs). Each RSU represents a
contingent right to receive one share of Common Stock or an equivalent cash payment. Under the non-employee director RSU awards, issuance of the
Common Stock subject to such RSUs that become vested is deferred to the date the holder is no longer providing services to RiceBran Technologies. For
the purposes of this Proxy Statement, we refer to RSU awards for which issuance of Common Stock is so deferred as deferred stock units (DSUs). The
number of shares of Common Stock subject to the non-employee director DSUs was determined based on the closing price of our Common Stock on the
grant date. The DSUs will vest on the earlier of one year from the date of grant or one day prior to the Annual Meeting, subject to the director’s continued
service to the Company through the applicable date.
Director Compensation Table
The following director compensation table sets forth summary information concerning the compensation paid to our non-employee directors in 2021. The
compensation paid to our employee directors during 2021 in respect of their service on the Board is reflected in the Summary Compensation Table below
under “Executive Compensation”.
Name
Beth L. Bronner
David Chemerow
Ari Gendason
Brent D. Rosenthal
Fees Earned
or Paid in
Cash
($) (1)
68,000
84,875
71,500
134,500
Option
Awards
($)
Stock
Awards
($) (2) (3)
All Other
Compen-
sation
($)
-
-
-
-
50,000
50,000
75,000
100,000
Total
($)
118,000
134,875
146,500
234,500
-
-
-
-
(1) Amounts shown in this column reflect the annual aggregate dollar amount of all cash fees earned for 2021 services as a director, including annual
retainer fees, committee and/or chairmanship fees.
(2) Amounts shown in this column reflect the grant date fair value, determined in accordance with Financial Accounting Standards Board Accounting
Standards Codification Topic 718 (FASB ASC Topic 718), of DSUs granted in 2021 under the 2014 Plan. For additional information regarding the
assumptions underlying this calculation please see Note 10 of “Notes to Consolidated Financial Statements” included in our Annual Report on
Form 10-K. The DSUs were granted on June 16, 2021, and vest on the earlier of June 16, 2022, or one day prior to the next annual shareholder
meeting, for general board service. Further information on the DSUs granted to our non-employee directors in 2021 is presented in the table
below:
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Name
Beth L. Bronner
David Chemerow
Ari Gendason
Brent D. Rosenthal
Shares of
Common Stock
Subject to
DSUs
(#)
Grant Date
Fair Value per
Share
($)
45,872
45,872
68,808
91,744
1.09
1.09
1.09
1.09
As of December 31, 2021, the aggregate number of outstanding stock awards held by each of our non-employee directors is as follows: with respect to
unvested DSUs, 45,872 to Beth L. Bronner, 45,872 to David Chemerow, 68,808 to Ari Gendason and 91,744 to Brent D. Rosenthal; with respect to vested
DSUs for which settlement is deferred 101,938 to Beth L. Bronner, 168,561 to David Chemerow, 132,103 to Ari Gendason and 202,856 to Brent D.
Rosenthal. All outstanding equity awards held by Mr. Bradley, including awards granted in respect of his service on the Board, are reported in the
Outstanding Equity Awards at fiscal yearend table above.
ITEM
STOCKHOLDER MATTERS.
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
The following table sets forth certain information regarding beneficial ownership of our Common Stock as of April 29, 2022, by (i) each person or entity
who is known by us to own beneficially more than 5% of the outstanding shares of that class or series of our stock, (ii) each of our directors and director
nominees, (iii) each of the named executive officers, and (iv) all directors and current executive officers as a group. For purposes of this section, “named
executive officers” shall mean: (i) each person who served as our chief executive officer and/or executive chairman during fiscal year 2021; (ii) the two
most highly compensated executive officers other than the chief executive officer and/or executive chairman who were serving as executive officers at the
end of fiscal year 2021, if any; and (iii) up to two additional individuals for whom disclosure would have been provided in the table below, but for the fact
that such persons were not serving as executive officers as of the end of fiscal year 2021.
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The table is based on information provided to us or filed with the SEC by our directors, executive officers and principal shareholders. Beneficial ownership
is determined in accordance with the rules of the SEC and includes voting and investment power with respect to shares. Shares of Common Stock issuable
upon exercise or conversion of options and warrants that are currently exercisable or are exercisable within 60 days after April 29, 2022, and shares
underlying RSUs (including DSUs) vesting within 60 days after April 29, 2022, are deemed outstanding for purposes of computing the percentage
ownership of the person holding such securities but are not deemed outstanding for computing the percentage of any other shareholder. Unless otherwise
indicated, the address for each shareholder listed in the following table is c/o RiceBran Technologies, 25420 Kuykendahl Rd., Suite B300, Tomball, Texas
77375.
Name and Address of Beneficial Owner
Continental Grain Company (2)
Will T. Black
Peter G. Bradley (3)
David Chemerow (4)
Jean M. Heggie
Todd T. Mitchell (5)
Brent D. Rosenthal (6)
All directors and executive officers as a group (6 persons) (7)
* less than 1%
Common Stock Beneficially Owned
Percentage (1)
Number
9,226,068
-
528,985
479,665
-
298,165
710,269
2,017,084
17.68%
*
1.01%
*
*
*
1.35%
3.81%
(1) The applicable percentage of ownership is based on 52,169,146 shares of our Common Stock outstanding as of April 29, 2022.
(2) Based on information reported on a Form 4 filed with the SEC on December 20, 2019, and a Schedule 13D filed with the SEC September 25,
2017 (as amended April 1, 2022) by Continental Grain Company (CGC), a Delaware corporation. The address of the principal office of CGC is
767 Fifth Avenue, New York, NY 10153.
(3) Includes 216,180 shares underlying DSUs.
(4) Includes 214,433 shares underlying DSUs. Includes 260,332 shares are held by the David I. Chemerow 1992 Trust.
(5) Includes 110,352 shares issuable upon exercise of options.
(6) Includes 294,600 shares underlying DSUs.
(7) Includes 110,352 shares issuable upon exercise of options and 725,213 shares underlying vested DSUs.
Equity Compensation Plan Information
The following table sets forth, as of December 31, 2021, certain information with respect to the 2014 Plan follows:
Plan Category
Equity compensation plans approved by shareholders
Equity compensation plans not approved by shareholders
Total
Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights
Weighted average
exercise price of
outstanding options,
warrants and rights
(a)(1)
(b)(2)
Number of securities
remaining available
for
future issuance under
equity compensation
plans
(excluding securities
reflected in column a)
(c)(3)
2,775,044 $
-
2,775,044 $
1.95
-
1.95
486,979
-
486,979
(1) This amount reflects the number of shares of Common Stock to be issued upon vesting of 921,993 RSUs, 1,209,092 shares of Common Stock subject to
DSUs, 865,052 of which are vested, but for which settlement is deferred to the date the holder is no longer providing service to RiceBran Technologies
and 643,959 shares of Common Stock to be issued upon the exercise of stock options. Excludes the number of shares of Common Stock to be issued
upon the vesting of the December 2021 RSU Board award to Mr. Mitchell of 1,000,000 RSUs, discussed further in in the “Narrative Disclosure to the
Summary Compensation Table” section above, because the award is considered contingently granted under FASB ASC Topic 718.
(2) The weighted-average exercise price excludes shares underlying RSUs, which do not have an exercise price.
(3) Represents shares reserved for future issuance under the 2014 Plan.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Review, Approval or Ratification of Transactions with Related Parties
As provided in our Audit Committee charter, our Audit Committee reviews and approves, unless otherwise approved by our Compensation Committee, any
transaction or series of similar transactions to which we were or are to be a party in which the amount involved exceeds the lesser of (a) $120,000 or (b)
one percent of the average of our total assets at the end of our last two completed fiscal years, and in which any director, director nominee, executive officer
or holder of more than 5% of any class of our capital stock, or members of any such person’s immediate family, had or will have a direct or indirect
material interest (each such transaction, a Related Party Transaction). Each Related Party Transaction that occurred since January 1, 2020, has been
approved by our Board, Audit Committee or Compensation Committee.
Related Party Transactions
Other than compensation described above in “Executive Compensation,” “Director Compensation” and “Director Compensation Table”, we believe that
there have been no Related Party Transactions since January 1, 2020, other than those described below.
Transactions with Continental Grain Company
Our former director, Ari Gendason, is an employee and senior vice president and chief investment officer of Continental Grain Company (CGC). As of the
date of this filing, CGC owns approximately 17.7% of our outstanding Common Stock. We had agreed that in connection with each annual or special
meeting of our shareholders at which members of our Board are to be elected, or any written consent of our shareholders pursuant to which members of the
Board are to be elected, CGC shall have the right to designate one nominee to our Board. CGC permanently waived this right effective April 28, 2022.
The foregoing description of Related Party Transactions does not include a description of employment compensation that was paid, following approval by
our compensation committee, to executive officers that are not named executive officers.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
General
RSM US LLP has been appointed by the Audit Committee to continue as our registered public accountants for the fiscal year ending December 31, 2022.
Shareholder ratification of RSM US LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise. The Board is
seeking such ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection of RSM US LLP as our independent public
accountants, the Audit Committee will consider whether to retain that firm for the year ending December 31, 2022. Even if the selection is ratified, we may
appoint a different independent public accounting firm during the year if the Audit Committee determines that such a change would be in the best interests
of us and our shareholders. We expect a representative of RSM US LLP to be present at the Annual Meeting or otherwise be available to make a statement
or respond to appropriate questions.
Fees Billed by Independent Registered Public Accounting Firms
The following table presents fees for professional services rendered by our independent registered public accounting firm, RSM US LLP, Houston, Texas.
Audit fees
Audit-related fees
Tax fees
All other fees
Total
Audit fees
2021
2020
$
$
340,000 $
26,000
-
-
366,000 $
323,000
26,000
-
-
349,000
Audit fees consist of fees billed for professional services rendered for the audit of our year-end consolidated financial statements and the review of our
financial statements included in our quarterly filings on Form 10-Q, as well as services that are normally provided by our independent registered public
accounting firm in connection with statutory and regulatory filings.
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Audit-related fees
Audit-related fees in 2021 and 2020 relate to consents and comfort letters provided in connection with filings on Form S-3.
Tax fees
There were no tax fees in 2021 or 2020.
All other fees
There were no other fees in 2021 or 2020.
Pre-Approval Policies
Our Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors. In recognition of this
responsibility, the Audit Committee pre-approves all audit and non-audit services provided by our independent registered public accounting firm prior to
the engagement of the independent registered public accounting firm for such services. All fees reported under the headings Audit fees, Audit-related fees,
Tax fees and All other fees above were approved by the Audit Committee before the respective services were rendered, which concluded that the provision
of such services was compatible with the maintenance of the independence of the firm providing those services in the conduct of its auditing functions.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
EXHIBIT INDEX
Exhibit
Number Exhibit Description
3.01.01 Restated and Amended Articles of Incorporation filed with the Secretary of
Incorporated by Reference
Form File No.
Exhibit
Number
Filing/Effective
Date
Filed
Herewith
State of California on December 13, 2001
10-KSB 000-32565
3.3
3.01.02 Certificate of Amendment of Articles of Incorporation filed with the
Secretary of State of California on August 4, 2003
SB-2
333-129839
3.01.1
3.01.03 Certificate of Amendment of Articles of Incorporation filed with the
Secretary of State of California on October 31, 2003
10-QSB 000-32565
3.4
3.01.04 Certificate of Amendment of Articles of Incorporation filed with the
Secretary of State of California on September 29, 2005
3.01.05 Certificate of Amendment of Articles of Incorporation filed with the
SB-2
333-129839
3.03
April 16, 2002
November 21,
2005
November 19,
2003
November 21,
2005
Secretary of State of California on August 20, 2007
10-Q
000-32565
3.1 August 14, 2007
3.01.06 Certificate of Amendment of Articles of Incorporation filed with the
Secretary of State of California on June 30, 2011
8-K
000-32565
3.1
July 5, 2011
3.01.07 Certificate of Amendment of Articles of Incorporation filed with the
Secretary of State of California on July 12, 2013
10-Q
000-32565
3.1 August 14, 2013
3.01.08 Certificate of Amendment of Articles of Incorporation filed with the
Secretary of State of California on May 30, 2014
3.01.09 Certificate of Amendment of Articles of Incorporation filed with the
Secretary of State of California on February 15, 2017
S-3
S-3
333-196541
333-217131
3.01.08
3.1.9
June 5, 2014
April 04, 2017
3.01.10 Certificate of Amendment of Articles of Incorporation filed with the
10-Q
001-36245
3.1 August 12, 2020
Secretary of State of California on June 18, 2020
3.02
Certificate of Designation of the Rights, Preferences, and Privileges of the
Series A Preferred Stock filed with the Secretary of State of California on
December 13, 2001
SB-2
333-89790
4.1
June 4, 2002
17
Table of Contents
3.03
Certificate of Determination, Preferences and Rights of Series B
Convertible Preferred Stock filed with the Secretary of State of California
on October 4, 2005
3.04
Certificate of Determination, Preferences and Rights of Series C
Convertible Preferred Stock filed with the Secretary of State of California
on May 10, 2006
3.05
Certificate of Determination, Preferences and Rights of the Series D
Convertible Preferred Stock, filed with the Secretary of State of California
on October 17, 2008
3.06
Certificate of Determination, Preferences and Rights of the Series E
Convertible Preferred Stock, filed with the Secretary of State of California
on May 7, 2009
3.07
Certificate of Determination, Preferences and Rights of the Series F
3.08
Convertible Preferred Stock, filed with the Secretary of State of California
on February 18, 2016
Form of Certificate of Determination of Preferences and Rights of Series G
Convertible Preferred Stock, filed with the Secretary of State of California
on February 9, 2017
3.09.1 Bylaws
3.09.2 Amendment of Bylaws, effective June 19, 2007
3.09.3 Amendment of Bylaws, effective December 4, 2009
3.09.4 Amendment of Bylaws, effective as of February 13, 2017
Amendment to Bylaws, effective July 30, 2019
Certificate of Ownership, dated October 3, 2012
Form of Warrant (Private Placement)
Form of Warrant (Preferred Private Placement)
Lender Warrant, dated May 12, 2015
Form of Warrant (Debt Private Placement)
Form of Warrant (Amendment to Subordinated Debt)
Form of Warrant (Private Placement)
3.1
3.10
4.01
4.02
4.03
4.04
4.05
4.07
4.08
Form of Prefunded Warrant (Private Placement)
8-K
000-32565
3.1 October 4, 2005
8-K
000-32565
3.1
May 15, 2006
8-K
000-32565
3.1 October 20, 2008
8-K
000-32565
3.1
May 8, 2009
8-K
001-36245
3.1 February 23, 2016
8-K
SB-2
8-K
001-36245
333-134957
000-32565
3.1 February 15, 2017
3.05
3.1
June 12, 2006
June 25, 2007
December 10,
2009
3.1
April 04, 2017
3.9.4
August 5, 2019
3.1
3.01 October 10, 2012
4.1 October 1, 2014
4.1 February 15, 2017
10.6
May 15, 2015
4.3 February 15, 2017
4.4 February 15, 2017
000-32565
333-217131
001-36245
000-32565
001-36245
001-36245
001-36245
001-36245
001-36245
001-36245
001-36245
4.1
4.2
September 13,
2021
September 13,
2021
8-K
S-3
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
4.09
Description of Registrant’s Securities Pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended
10.01
10.02
* Employment Agreement with Todd T. Mitchell, dated May 28, 2019
* Amended and Restated 2014 Equity Incentive Plan, as amended on June 17,
10-Q
001-36245
10.2
May 5, 2020
X^
2020
8-K
001-36245
10.2
July 17, 2020
10.03
* Form of Award of Deferred and Restricted Stock Units for 2014 Equity
Incentive Plan
8-K
10-K
* Form of Stock Option Agreement for 2014 Equity Incentive Plan
* Form of Restricted Stock Award Agreement for 2014 Equity Incentive Plan 10-K
* Form of Restricted Stock Unit Award Agreement for 2014 Equity Incentive
10.04
10.05
10.06
001-36245
001-36245
001-36245
10.3
July 17, 2020
10.72 March 31, 2015
10.73 March 31, 2015
Plan
8-K
001-36245
10.1 October 3, 2018
10.07
* Employee Agreement (Offer Letter) with Peter G. Bradley, dated August
12, 2020
10-K
001-36245
10.21 February 25, 2021
18
Table of Contents
10.08
* Amendment No. 1 to Restricted Stock Unit Award Grant Notice and
Award Agreement with Todd T. Mitchell, effective December 15, 2021
X^
* Form of Indemnification Agreement for Officers and Directors
10-Q
000-32565
10.2
May 12, 2011
10.09
10.10
Form of Securities Purchase Agreement, dated February 9, 2017
(Preferred Private Placement)
10.11
Registration Rights Agreement, dated February 13, 2017 (Preferred
10.12
10.13
Private Placement)
Form of Securities Purchase, Agreement dated February 9, 2017 (Debt
Private Placement)
Form of Securities Purchase, Agreement, dated September 9, 2021
(Private Placement)
10.14
Registration Rights Agreement, dated February 13, 2017 (Debt Private
10.15
Placement)
Form of Registration Rights Agreement, dated September 13, 2017
10.16
Asset Purchase Agreement with Golden Ridge Rice Mills, LLC
10.17
Agreement for Purchase and Sale with Republic Business Credit, LLC,
10.18
10.19
10.20
10.21
10.22
dated October 28, 2019
Purchase Agreement, dated December 17, 2019 (Public Offering)
Form of Registration Rights Agreement, dated March 7, 2019
At Market Issuance Sales Agreement with B Riley FBR, Inc
Promissory Note, dated as of April 15, 2020
Mortgage Agreement and Amendment for Purchase and Sale with
Republic Business Credit, LLC, dated July 10, 2020
10.23
Mortgage Agreement and Amendment for Purchase and Sale with
Republic Business Credit, LLC, dated December 6, 2021
10.24
* Form of Award of Contingently Granted Deferred and Restricted Stock
Units for 2014 Equity Incentive Plan
21
23.1
24.1
List of Subsidiaries
Consent of Independent Registered Public Accounting Firm (PCAOB
ID 49)
Power of Attorney – Power of Attorney (incorporated by reference to the
signature page of this Annual Report on Form 10-K.)
31.1
Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
31.2
Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
32.1
Certification by CEO and CFO pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
101.INS @ Inline XBRL Instance Document
101.SCH @ Inline XBRL Taxonomy Extension Schema Document
101.CAL @ Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF @ Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB @ Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE @ Inline XBRL Taxonomy Extension Presentation Linkbase Document
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
001-36245
10.1 February 15, 2017
001-36245
10.2 February 15, 2017
001-36245
10.3 February 15, 2017
September 13,
001-36245
10.1
2021
001-36245
10.4 February 15, 2017
001-36245
10.2
001-36245
10.2
001-36245
10.1
September 15,
2017
November 6,
2018
November 1,
2019
December 19,
001-36245
001-36245
001-36245
001-36245
1.1
2019
10.3 March 13, 2019
10.1 March 30, 2020
April 16, 2020
10.1
001-36245
10.1
001-36245
10.1
July 17, 2020
December 10,
2021
X^
X^
X^
X+
X+
X^
X^
X^
X^
X^
X^
X^
* Indicates a management contract or compensatory plan, contract or arrangement in which any Director or Executive Officer participates.
^ Previously filed on March 17, 2022 as an exhibit to the Original Filing.
+ Filed herewith.
@ XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, and otherwise is not subject to liability under these sections.
19
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: May 2, 2022
RICEBRAN TECHNOLOGIES
By: /s/ Peter G. Bradley
Peter G. Bradley
Director and Executive Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the
registrant in the capacities and on the dates indicated.
Signature
Title
Date
Principal Executive Officer:
/s/ Peter G. Bradley
Peter G. Bradley
Principal Financial Officer
and Principal Accounting Officer:
/s/ Todd T. Mitchell
Todd T. Mitchell
Additional Directors:
*
David Chemerow
*
Brent D. Rosenthal
*
By:
20
/s/ Peter G. Bradley
Peter G. Bradley
Attorney-in-fact
Director and Executive Chairman
May 2, 2022
Chief Operating Officer and Chief Financial Officer
May 2, 2022
Director
Lead Independent Director
May 2, 2022
May 2, 2022
I, Peter G. Bradley, Director and Executive Chairman of RiceBran Technologies, certify that:
CERTIFICATION
1)
2)
I have reviewed this Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K of RiceBran Technologies, a California corporation;
and
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report.
Exhibit 31.1
Dated: May 2, 2022
/s/ Peter G. Bradley
Name: Peter G. Bradley
Title: Director and Executive Chairman
I, Todd Mitchell, Chief Operating Officer and Chief Financial Officer of RiceBran Technologies, certify that:
CERTIFICATION
1)
2)
I have reviewed this Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K of RiceBran Technologies, a California corporation;
and
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report.
Exhibit 31.2
Dated: May 2, 2022
/s/ Todd T. Mitchell
Name: Todd T. Mitchell
Title: Chief Operating Officer and Chief Financial Officer