Item 5.02Departure of Directors or Certain officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 31, 2021, Miromatrix Medical Inc. (the “Company”) entered into an employment agreement with Jeff Ross (the “Ross Employment Agreement”) to continue to serve as the Company’s Chief Executive Officer. The term of the employment agreement will continue until terminated in accordance with the terms and conditions therein. The employment agreement provides that Mr. Ross will receive an annual base salary of $550,000, subject to periodic review for increases with the approval of the Company’s board of directors (the “Board”). In addition, Mr. Ross is eligible to earn an incentive bonus on the terms and conditions established by the Board from time to time. As of July 1, 2021, Mr. Ross’s bonus target for the fiscal year 2021 is 60% of his annual base salary, or $330,000. Mr. Ross will continue to be eligible to participate in the standard employee benefit plans generally available to executives and employees of the Company, including health insurance, life and disability insurance, restricted stock under the Company’s equity compensation plan(s), 401(k) plan, and paid time off and paid holidays. The Company will also reimburse Mr. Ross for reasonable expenses incurred in connection with the performance of his duties as Chief Executive Officer of the Company. Mr. Ross’s employment is at-will and the Company or Mr. Ross may terminate his employment for any reason at any time. The employment agreement provides that if Mr. Ross’s employment is terminated by the Company, the Company is obligated to pay Mr. Ross his base salary earned through the date of termination and the value of his paid time off accrued and unused through the date of termination. In addition, the employment agreement provides that upon Mr. Ross’s termination by the Company for any reason other than for “Cause” as defined in the employment agreement, or termination by Mr. Ross for “Good Reason” as defined in the employment agreement, Mr. Ross is entitled to severance pay in an amount equal to 12 months of Mr. Ross’s then-current base salary, less customary deductions, payable in regular installments during the 12-month period immediately following the date of termination, and health insurance benefits for the 12 months following the date of termination. The Company also entered into a customary confidentiality, non-competition, and non-solicitation agreement with Mr. Ross concurrently with the execution of the employment agreement.
On August 31, 2021, the Company entered into an employment agreement with Brian Niebur (the “Niebur Employment Agreement”) to continue to serve as the Company’s Chief Financial Officer, or such other job title as later designated by the Company consistent with Mr. Niebur’s experience and skill, and Vice President of Finance. The term of the employment agreement will continue until terminated in accordance with the terms and conditions therein. The employment agreement provides that Mr. Niebur will receive an annual base salary of $390,000, subject to periodic review for increases by the Company. If, during the term of the employment agreement, Mr. Niebur is no longer employed in the role of Chief Financial Officer, then Mr. Niebur’s annual base salary will be reduced to $350,000. In addition, Mr. Niebur is eligible to earn an incentive bonus on the terms and conditions established by the Company from time to time. As of July 1, 2021, Mr. Niebur’s bonus target for the fiscal year 2021 is 40% of his annual base salary, or $156,000. Mr. Niebur will continue to be eligible to participate in the standard employee benefit plans generally available to executives and employees of the Company, including health insurance, life and disability insurance, restricted stock under the Company’s equity compensation plan(s), 401(k) plan, and paid time off and paid holidays. The Company will also reimburse Mr. Niebur for reasonable expenses incurred in connection with the performance of his duties as Chief Financial Officer, or such other job title as later designated by the Company consistent with Mr. Niebur’s experience and skill, and Vice President of Finance of the Company. Mr. Niebur’s employment is at-will and the Company or Mr. Niebur may terminate his employment for any reason at any time. The employment agreement provides that if Mr. Niebur’s employment is terminated by the Company, the Company is obligated to pay Mr. Niebur his base salary earned through the date of termination and the value of his paid time off accrued and unused through the date of termination. In addition, the employment agreement provides that upon Mr. Niebur’s termination by the Company for any reason other than for “Cause” as defined in the employment agreement, or termination by Mr. Niebur for “Good Reason” as defined in the employment agreement, Mr. Niebur is entitled to severance pay in an amount equal to six months of Mr. Niebur’s then-current base salary, less customary deductions, payable in regular installments during the six-month period immediately following the date of termination, and health insurance benefits for the six months following the date of termination. The Company also entered into a customary confidentiality, non-competition, and non-solicitation agreement with Mr. Niebur concurrently with the execution of the employment agreement.
The foregoing descriptions of the Ross Employment Agreement and the Niebur Employment Agreement are qualified by reference to the text of the employment agreements attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein.
