AquaBounty Technologies, Inc. appointed David F. Melbourne Jr. as new CEO

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

Arrangements of Certain Officers.


On August 14, 2023, AquaBounty Technologies, Inc. (the "Company") announced that, with the ascension of Sylvia Wulf to the role of Board Chair, and her continuing responsibilities as Chief Executive Officer of AquaBounty, effective August 14, 2023, David F. Melbourne Jr. has been promoted to the position of President to replace Ms. Wulf as part of the Company's leadership progression to drive continued growth and expansion. Ms. Wulf therefore resigns as President and continues as AquaBounty's Chief Executive Officer and Board Chair. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.


On August 11, 2023, the Board appointed Mr. Melbourne, 57 as the President of the Company, effective as of August 14, 2023. Mr. Melbourne currently serves as the Chief Commercial Offer of the Company and joined the Company in June of 2019. Mr. Melbourne has over 25 years of expertise in the seafood industry, spanning both wild fisheries and aquaculture, and has a background in general management, operations/commercial management, and innovation. 


Mr. Melbourne will oversee the day-to-day business functions for the Company, including current farm operations in the U.S. and Canada; R&D; quality; people management; and commercial operations. Ms. Wulf will focus on strategic initiatives, including investor relations; financing alternatives to complete the Ohio Farm; business development, including geographic and species expansion; and her responsibilities as Chair of the AquaBounty Board of Directors. 


As of August 14, 2023, the Company and Mr. Melbourne entered into an Executive Employment Agreement (the "Employment Agreement") pursuant to which Mr. Melbourne assumes the role of President starting August 14, 2023. The Employment Agreement provides for (i) a base annual salary of $375,000; (ii) an annual bonus of up to 40% of that base salary, based on achievements of primary business goals and financial targets, and subject to the discretion of the Board. (ii) in the event of termination of Mr. Melbourne's employment without "Cause" or for "Good Reason" or in the event of a "Change in Control" (as those terms are defined in the Employment Agreement), the payment of the pro rata bonus described in clause (iii), plus a severance payment equal to one year of base salary; and (iv) the offer of benefits generally available to employees of the Company. If Mr. Melbourne's employment is terminated without Cause or for Good Reason within twelve months after a "Change in Control" of the Company, as that term is defined in the Employment Agreement, all then-unvested equity compensation, if any, shall immediately vest. 


Except for the arrangements described in this Current Report on Form 8-K, there are no existing or currently proposed transactions to which the Company or any of its subsidiaries is a party and in which Mr. Melbourne has a direct or indirect material interest. There are no family relationships between Mr. Melbourne and any of the Company's directors or executive officers.