Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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The Board of Directors (the Board) of Histogen, Inc.
(Histogen) appointed Susan A. Knudson as Executive Vice President and Chief Financial Officer of Histogen, effective as of May 27, 2020 (the Effective Date). Ms. Knudson will report to Histogens Chief
Executive Officer.
Ms. Knudson, 56, served as Senior Vice President and Chief Financial Officer of Pfenex, Inc., from January 2018 to November 2019.
Prior to joining Pfenex, Inc., Ms. Knudson served as the Chief Financial Officer of Neothetics, Inc., from July 2014 to January 2018 and Vice President, Finance and Administration from December 2009 to June 2014.
In connection with her appointment as Chief Financial Officer, Histogen entered into an employment agreement with Ms. Knudson (the Knudson
Employment Agreement) setting forth the terms of her employment and compensation. Pursuant to the Knudson Employment Agreement, Ms. Knudsons annual base salary will be $355,000, and she will be eligible for an annual incentive bonus
with a target amount of forty percent (40%) of base salary, to be paid after the close of the applicable performance period, based upon performance metrics established by the Board. Except in the event of Ms. Knudsons termination by
Histogen without cause, or her resignation from Histogen for good reason, she will not be entitled to receive the annual incentive bonus for a particular fiscal year, if any, if she is not employed by Histogen at the time such bonus is paid.
The Knudson Employment Agreement provides that Ms. Knudson will receive under Histogens 2020 Incentive Award Plan (the Plan) a stock
option grant to purchase shares of Histogens common stock representing one percent (1%) of Histogens fully diluted capitalization (the Option). The Option will vest as to
one-fourth (1/4th) of the shares subject to the Option one year after the Effective Date, and as to one- thirty-sixth (1/36th) of the remaining shares subject to the Option monthly thereafter. The exercise price of the Option will be the fair market value of Histogens common stock on the date of grant. The Option, to
the extent vested, shall be exercisable only for a term of ten (10) years, subject to earlier expiration as provided in the Plan. The grant of the Option to Ms. Knudson will be subject to the terms and conditions of the Plan and the
Histogen Inc. Employee Stock Option Grant Notice and Option Agreement. Ms. Knudson will be eligible to receive such other long-term incentive awards as determined by the Board in its sole discretion. The foregoing description of the Histogen
Inc. Employee Stock Option Grant Notice and Option Agreement is qualified in its entirety by reference to the Form of Stock Option Grant Notice and Option Agreement attached to this report as Exhibit 10.2.
In addition, Ms. Knudson will be entitled to receive personal time off (PTO) benefits and to participate in other employee benefit plans
maintained by Histogen in a manner consistent with other similarly situated employees of Histogen. She will also be entitled to reimbursement of reasonable and necessary business-related expenses.
In the event that Histogen terminates Ms. Knudson for any reason other than cause, death or disability, or if Ms. Knudson resigns for good reason,
then she shall be entitled to receive the following from Histogen: (i) payment, over a 12-month period (or, if Ms. Knudson was employed less than 12 months, the number of months she was employed, but
no less than 6 months) (the Continuation Period) following the termination of her employment, of continuing compensation equal to the sum of (A) 12 months (or, if Ms. Knudson was employed less than 12 moths, the number of
months she was employed, but no less than 6 months) of her base salary and (B) the product of the fraction where the numerator is the Continuation Period and the denominator is 12 and her target annual bonus, payable in equal installments in
accordance with Histogens then-current payroll policies and practices; (ii) the annual cash bonus (if any) accrued and
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