RKDA Arcadia Biosciences Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 14, 2021, Matt Plavan submitted his resignation from his positions as Chief Executive Officer, President and as a member of the Board of Directors (the “Board”) of Arcadia Biosciences, Inc. (the “Company” or "Arcadia"), effective December 31, 2021 (“Separation Date”). On December 19, 2021, as contemplated by the Transition Agreement effective as of September 3, 2021 between the Company and Mr. Plavan, Mr. Plavan and the Company entered into a Separation and Release Agreement (“Separation Agreement”) attached hereto as Exhibit 10.1. Pursuant to the Separation Agreement, (i) Mr. Plavan will be entitled to severance payments of $61,666 on each of January 1, 2022 and February 1, 2022 and $143,278 on March 1, 2022 and (ii) all stock options held by Mr. Plavan will become vested in full on December 31, 2021 and exercisable until June 30, 2024. The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by references to the full text of the Separation Agreement that is filed as Exhibit 10.1 to this report and incorporated by reference herein.

The Company has appointed Kevin Comcowich, the current chairman of the Arcadia Board of Directors, as the Company’s Interim Chief Executive Officer, effective January 1, 2022, as the board of directors finalizes its search for a permanent CEO. As previously announced on September 7, 2021, the board of directors launched a national search for a new CEO as the company further expands into the consumer packaged goods (CPG) sector. Mr. Comcowich will be paid a salary of $30,833 per month in his new role.

Mr. Comcowich, age 53, will continue to serve as board chair, a position he has held since 2017. He has served as a director of our Company since November 2016. Before retiring in 2014, he was a founder and portfolio manager of HTX Energy Fund, a hedge fund, in Houston, Texas since 2012. He was previously the President and Chief Investment Officer (CIO) of Sound Energy Partners and served as Chief Information Officer and research analyst for Southport Energy Plus Partners Fund. Mr. Comcowich received his MBA from the University of Indiana and earned his bachelor’s degree from the College of the Holy Cross.

The Company currently leases land on the island of Molokai, Hawaii from an entity owned by Mr. Comcowich and his wife (“Landlord”). Arcadia grows hemp on this land to support the operations of its joint venture Archipelago Ventures Hawaii. The original lease was executed in February 2019, covers 10 acres of land, has a term of two years and provides for rent payments of $1,200 per acre per year. Mr. Comcowich supplied materials to the contractor that built a fence on this property and received payments from the contractor totaling approximately $44,000. In March and April 2020, the Company and the Landlord entered into two lease amendments to the original lease for two additional 10-acre parcels and two additional 15-acre parcels, at the same lease rate of $1,200 per acre per year, and with a term of two years. The Company has paid the Landlord a total of $240,000 in lease payments, and no further lease payments are required under the lease. For the advisory services provided by Mr. Comcowich to support the operations of the Archipelago joint venture, he was issued 5,273 options to purchase Arcadia common stock for which $9,000 of stock compensation expense was recognized during the year ended December 31, 2020.