Management Change/Compensation Form 8 K

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

Transition of Chief Executive Officer

On October 15, 2024, Danimer Scientific, Inc. (the "Company") announced that, effective as of October 14, 2024, Stephen Croskrey, who previously announced his intention to retire by the end of 2024 after more than eight years as Chief Executive Officer ("CEO") of the Company, will no longer serve as CEO of the Company.

Pursuant to the terms of the previously disclosed Transition and Retirement Agreement between Mr. Croskrey and the Company, Mr. Croskrey has agreed to serve as a Special Advisor to the Company until the end of the year to further support the transition to a new CEO. Mr. Croskrey will continue to serve as a member of the Board of Directors (the "Board") of the Company.

Appointment of Interim CEO

On October 15, 2024, the Company further announced that, effective immediately, Richard Altice, a current director of the Company has been named Interim Chief Executive Officer ("Interim CEO") of the Company. Mr. Altice will continue to serve as a director of the Company, but in connection with and effective concurrently with his appointment as the Company's Interim CEO, Mr. Altice ceased to serve as a member of the Nominating and Corporate Governance Committee of the Board. The Board is working to identify a new CEO and has formed an Executive Committee to lead the process. Mr. Altice will serve on the Executive Committee of the Board, replacing Mr. Croskrey.

In connection with his appointment as Interim CEO, the Company granted Mr. Altice 300,000 Stock Appreciation Rights pursuant to the Danimer Scientific, Inc. 2020 Long-Term Incentive Plan (as amended from time to time, the "LTIP") with an exercise price set at 135% of the closing price of the Company's Class A common stock as of October 14, 2024, which Stock Appreciation Rights will vest on the first anniversary of the date of grant, subject to Mr. Altice's continued service as a director of the Company through such date. In addition, Mr. Altice will receive cash compensation of $25,000 a month during his service as Interim CEO and be eligible to participate in the Company's standard benefit programs. Mr. Altice will not be eligible to participate in the Company's Non-Employee Director Compensation Program during his tenure as Interim CEO.

Mr. Altice has been a member of the Board since April 2024. He most recently retired from NatureWorks, the world's leading developer and manufacturer of biopolymers (polylactic acid), where he was President and CEO for five years. During his tenure as President and CEO, Mr. Altice led NatureWorks to significant revenue growth and profitability, leading to an expansion of its second manufacturing facility in Nahkon Sawan, Thailand. Prior to NatureWorks, Mr. Altice was the Senior Vice President and President of PolyOne's Designed Structures and Solutions, a polymer and plastics converting and food packaging business, formerly known as Spartech. Mr. Altice led the turnaround of the business and subsequent divestiture to Arsenal Capital Partners in 2017. Additionally, Mr. Altice was Vice President of Hexion's Global Specialty Epoxy resin business and was formerly the President of Solutia's Technical Specialties division, responsible for the global rubber chemicals and specialty fluids businesses, including Therminol heat transfer fluid and Skydrol aviation hydraulic fluid. Mr. Altice graduated from the Missouri University of Science and Technology with a Bachelor of Science in Chemical Engineering.

Transition of Interim Executive Chairman to Independent Director

On October 15, 2024, the Company also announced that, in connection with the appointment of Mr. Altice as Interim CEO, Richard Hendrix would step down from his role as Interim Executive Chairman of the Board, effective as of October 20, 2024, and would continue serving on the Board as its independent Chairman of the Board.