PHOENIX, Aug. 19 /PRNewswire-FirstCall/ -- NutraCea (OTC: NTRZ), a world leader in stabilized rice bran nutrient research and technology, today announced that consistent with efforts to enhance its corporate governance structure, the Company's Board of Directors approved an immediate increase in membership from seven to nine directors. The Company intends to fill these positions immediately and has begun its search for experienced and independent outside individuals to strengthen the Board. The Board intends to proceed with a renewal process aimed at adding new talent and experience to the Board in the future. The first step toward this regeneration is the projected replacement of two of the six independent directors at or before the 2010 Annual Shareholders' Meeting. In conjunction with the expansion from seven to nine members and the addition to the Board of the next CEO, this process is intended to result in a majority of new directors on the Company's board within the next 12 months.
Consistent with the Company's efforts to enhance their corporate governance, the Board has retained special counsel and advisor to assist in a review of all corporate governance matters, including, but not limited to a review of Company By-laws, committee structures, charters, and membership, Corporate Secretary functions, and related areas. The purpose of the review and related recommendations is to make certain that the Company's corporate governance standards and procedures are consistent with "best practices".
The Board also determined that in the best interests of NutraCea's shareholders it will immediately modify the compensation arrangements for its board members, chairman, committee chairs, and interim chief executive officer who also serves on the board, to forego cash compensation for all of 2009 and instead receive stock option grants thereby more directly aligning the Board's compensation with the interests of the shareholders.
Under the modified compensation arrangements the Board approved the following non-cash compensation for calendar year 2009.
Each board member received an annual stock option grant on August 14, 2009 (at a price of $0.22), as stipulated under the current arrangement, to purchase 35,000 shares of common stock, which vest monthly over the 10 months following the date of the grant.
