NEOG 8-K
Neogen Corp (NEOG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 15, 2025, Neogen Corporation (the “Company”) announced that David Naemura, the Company’s Chief Financial Officer and Chief Operating Officer, communicated his intention to resign and pursue other opportunities to the Company on September 12, 2025. This decision is not due to any disagreement regarding the Company’s operations, financial statements, accounting policies or internal controls.
Mr. Naemura will continue to serve in his existing roles until his departure, which is expected to occur between the filing of the Company’s Form 10-Q in October and the end of the calendar year.
The Compensation and Talent Management Committee of the Board has determined that it is in the best interests of the Company and its shareholders for Mr. Naemura to assist with onboarding of a new Chief Financial Officer. The Company has entered into a transition agreement with Mr. Naemura that provides that, if he remains employed at the Company through December 31, 2025, in addition to his current base compensation, Mr. Naemura is eligible to receive 50% of his annual target cash bonus under the Company’s annual incentive compensation plan.
Item 8.01 Other Events.
On September 15, 2025, Neogen issued a press release announcing the resignation of the current Chief Financial Officer and Chief Operating Officer. A copy of this press release is furnished as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
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99.1 99.2 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NEOGEN CORPORATION |
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Date: |
September 15, 2025 |
By: |
/s/ Amy M. Rocklin |
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Name: Amy M. Rocklin |
September 15, 2025
David Naemura
8068 Heirloom Drive
College Grove, TN 37046
Dear David,
This letter is to summarize our understanding and agreement with regard to your decision to resign voluntarily as Chief Financial Officer and Chief Operating Officer from Neogen Corporation (“Neogen” or “Company”) to pursue another opportunity.
As discussed, the Company would like to retain you in the role of Chief Financial Officer for a period of time to allow the Company to complete the search for, and to onboard, your successor as Chief Financial Officer. Since your resignation is purely voluntary, there are no benefits due to you from the Company under the terms of your Severance Agreement dated February 1, 2024. However, we mutually agree that you will remain Chief Financial Officer for Neogen through at least the Company’s Q1 earnings call on October 9, 2025, and no later than December 31, 2025. In the event your successor is hired and begins employment as Chief Financial Officer prior to December 31, 2025, you will move to a consultant role at your current base salary until December 31, 2025, or whenever you terminate your employment, whichever comes first. In the event you terminate your employment prior to December 31, 2025, you agree to give the Company two weeks notice prior to your termination date.
Should you remain an active employee of the Company (either as Chief Financial Officer or as a Consultant) through December 31, 2025, you will be eligible for 50% of your annual ICP bonus “at target” and payable on the Company’s first payroll in January 2026. If you terminate your employment prior to December 31, 2025, or if you are terminated For Cause, you will not be eligible for this bonus payment (50% of your annual ICP bonus “at target”).
Your granted equity will continue to vest according to the applicable schedules as long as you remain an employee of the Company and are subject to the terms and conditions of your executed award agreements.
Sincerely,
______________________________
I accept and agree
David Naemura
Mikhael Nassif
President and Chief Executive Officer
Neogen Corporation
FOR IMMEDIATE RELEASE
Neogen® Announces CFO Transition Plan
Lansing, Mich., September 15, 2025 —Neogen® Corporation (NASDAQ: NEOG), an innovative leader in food safety solutions, today announced that David Naemura, Chief Financial Officer and Chief Operating Officer, has communicated his intention to depart the Company. Mr. Naemura will continue to serve in his existing roles until his departure, which is expected to occur after the Company’s filing of its 10-Q in October, and no later than the end of 2025.
Neogen has engaged a leading executive search firm to help identify the Company’s next CFO, a process that is currently underway. The transition will be supported by Mr. Naemura during his remaining tenure, along with Neogen’s finance team and Bill Waelke, Vice President, Investor Relations & Treasury who will be available to answer questions. Jim Walter, the Company’s Vice President of Global Operations, will assume oversight of Global Procurement in addition to his current responsibilities, and will report directly to Mike Nassif, Chief Executive Officer.
“We are grateful for Dave’s contributions, and the role he's played over the past three years in navigating us through a dynamic period, and we wish him every success in his next chapter,” said Mike Nassif, Neogen’s Chief Executive Officer. “As we look to the future, this transition offers an opportunity to bring in a CFO who will provide a fresh perspective to accelerate our strategic initiatives and drive sustainable, profitable growth. We are confident that Bill and our talented finance team will ensure a smooth transition, as we strive to capitalize on the significant growth opportunities in the global food safety market.”
About Neogen
Neogen Corporation is committed to fueling a brighter future for global food security through the advancement of human and animal well-being. Harnessing the power of science and technology, Neogen has developed comprehensive solutions spanning the Food Safety, Livestock, and Pet Health & Wellness markets. A world leader in these fields, Neogen has a presence in over 140 countries with a dedicated network of scientists and technical experts focused on delivering optimized products and technology for its customers.
Contact:
Bill Waelke
(517) 589-4303