Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 1, 2022, Miromatrix Medical Inc. (the “Company”) announced the appointment of James M. Douglas to serve as the Company’s Chief Financial Officer, and entered into an employment agreement with Mr. Douglas effective as of the same date. As Chief Financial Officer, Mr. Douglas will lead the Company’s finance organization and will assume the duties of the Company’s principal financial officer and principal accounting officer. The employment agreement provides that Mr. Douglas will receive an initial annual base salary of $390,000, subject to periodic review for increases by the Compensation Committee (the “Committee”) of the Company’s Board of Directors. In addition, he is eligible to earn an incentive bonus on the terms and conditions established by the Committee from time to time. His bonus target for 2022 is 40% of his annual base salary, or $156,000, subject to proration based on the portion of the year served. Mr. Douglas is 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, awards under the Company’s equity compensation plan(s), 401(k) plan, and paid time off and paid holidays. The employment agreement provides that if Mr. Douglas’s employment is terminated by the Company, the Company is obligated to pay Mr. Douglas 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, upon a termination of his employment by the Company for any reason other than for “cause,” or termination by Mr. Douglas for “good reason,” each term as defined in the employment agreement, Mr. Douglas will be entitled to payments in an amount equal to six months of his then-current annual 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. Douglas concurrently with the execution of the employment agreement. In connection with his appointment, Mr. Douglas was granted an option to purchase 180,000 shares of the Company’s common stock, vesting equally in four annual installments.
The foregoing descriptions of the employment agreement are qualified by reference to the text of the employment agreement attached as Exhibit 10.1, to this Current Report on Form 8-K, which is incorporated by reference herein.
Brian Niebur, who previously served as the Company’s Chief Financial Officer and performed the duties of the Company’s principal financial officer and principal accounting officer, will continue to serve as the Company’s Vice President of Finance.
Item 7.01Regulation FD Disclosure.
On March 1, 2022, we issued a press release disclosing Mr. Douglas’s appointment. The text of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
Item 9.01Financial Statements and Exhibits.
