| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 27, 2022, David Clapper indicated that he will retire from his positions as President and Chief Executive Officer of Minerva Surgical, Inc. (the “Company”) and from its board of directors (“Board”), effective upon Todd Usen’s first day of employment, which is expected to be January 2, 2023.
In connection with his retirement, Mr. Clapper and the Company entered into a consulting agreement pursuant to which Mr. Clapper will assist with the transition of his role and consult for the Company for a period of twelve months following his resignation in exchange for the issuance of an option award for 0.5% of the Company’s fully diluted capitalization following the closing of the Company’s previously announced private placement with Accelmed (the “Private Placement”) at a strike price equal to the closing price of the Company’s common stock on the date of grant. Mr. Clapper and the Company also entered into a separation and release agreement, pursuant to which Mr. Clapper waived any claims to severance that might be due pursuant to the terms of his Change in Control and Severance Agreement and the Company agreed to accelerate the vesting of all of Mr. Clapper’s all outstanding equity awards.
The foregoing summary of the consulting agreement and separation and release agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each of the consulting agreement and separation and release agreement that are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
On December 28, 2022, the Company also announced that Todd Usen, 55, had been appointed as the Company’s President and Chief Executive Officer and as a member of the Board as a Class I director, effective as of his first day of employment, which is expected to be January 2, 2023. Mr. Usen has been the Chief Executive Officer of Activ Surgical, an advanced surgical visualization technology company, since January 2019. Prior to that, he served as President of the Medical Systems Group at Olympus Corporation of the Americas from June 2015 to November 2018. Prior to joining the Olympus Corporation, Mr. Usen held several positions at Smith and Nephew from 2007 to 2015, including the position of President - Orthopedics, Senior Vice President and General Manager - Joint Reconstruction, Senior Vice President - Sports Medicine, and Senior Vice President - Endoscopy. Prior to Smith and Nephew, he worked for Boston Scientific as the Vice President of Sales for the Neurovascular division, Director of Endoscopy Sales, and Global Manager of Field Development. Mr. Usen currently serves on the boards of directors of Alesi Surgical Ltd. and industry groups MassMedic and Advamed. He holds a B.S. in Marketing from the University of Massachusetts Isenberg School of Business.
In connection with his position as President and Chief Executive Officer, the Company entered into an offer letter with Mr. Usen which provides for, among other things, (i) a base salary of $480,000, (ii) annual bonus eligibility with a target bonus amount of 70% of salary, (iii) the issuance of an option award for 2% of the Company’s outstanding stock following the closing of the Private Placement at a strike price equal to the closing price of the Company’s common stock on the date of grant, (iv) the issuance of an option award for 2% of the Company’s outstanding stock following the closing of the Private Placement at a strike price equal to the closing price of the Company’s common stock on the date of grant, that vest pursuant to performance-based metrics and (v) payment of certain relocation and temporary lodging expenses. The foregoing summary of the offer letter does not purport to be complete and is qualified in its entirety by reference to the full text of the offer letter that is attached hereto as Exhibit 10.3 and incorporated herein by reference.
Mr. Usen will also enter into the Company’s standard change in control and severance agreement, which was filed as Exhibit 10.18 to the Company’s Registration Statement on Form S-1/A (File No. 333-259832) filed with the Securities and Exchange Commission (the “SEC”) on October 15, 2021. In addition, Mr. Usen will enter into the Company’s standard form of indemnification agreement, which was filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-259832) filed with the SEC on September 27, 2021.
