Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 26, 2019, electroCore, Inc. (the “Company”) entered into an Offer Letter providing for the appointment of Daniel Goldberger, 60, as Chief Executive Officer and as a member of the Board of Directors (the “Board”) of the Company, effective as of October 1, 2019. As a Class I director, Mr. Goldberger’s term lasts until the Company’s 2022 annual meeting of stockholders.
Since January 2018, Mr. Goldberger served as the Chief Executive Officer of Synergy Disc Replacement Inc., a private company commercializing a proprietary total disc implant for cervical spine therapy. In connection with his appointment as Chief Executive Officer of the Company, Mr. Goldberger is stepping down as CEO of Synergy Disc. Since April 2018, Mr. Goldberger also has served at Repro Med Systems, Inc. (“Repro Med”), a public medical device company with a focus on ambulatory infusion, where he has held the positions of lead independent director, interim chief executive officer and director, now serving as its executive chairman. In connection with his appointment as Chief Executive Officer of the Company, Mr. Goldberger is stepping down as executive chairman of Repro Med but is expected to continue serving as anon-executive director. From July 2017 to September 2017, Mr. Goldberger served as chief executive officer of Milestone Medical, Inc. Prior to this he served as the chief executive officer of Xtant Medical Holdings, Inc. from August 2013 to January 2017. He also served as the chief executive officer of Sound Surgical Technologies LLC from April 2007 to February 2013. Mr. Goldberger also served on the boards of Xtant Medical Holdings, Inc., Sound Surgical, Xcorporeal and Glucon. He currently serves as an advisor to investment funds Meridian Capital and Wellfleet Capital. Mr. Goldberger earned a B.S. in Mechanical Engineering from The Massachusetts Institute of Technology, and a M.S. in Mechanical Engineering from Stanford University.
Mr. Goldberger has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of RegulationS-K. There are no arrangements or understandings between Mr. Goldberger and any other persons pursuant to which he was selected as a director.
Pursuant to his Offer Letter (the “Agreement”), Mr. Goldberger will serve as Chief Executive Officer of the Company effective as of October 1, 2019 (the “Start Date”), and will be paid an annual base salary of $500,000, as the same may be adjusted in the Company’s discretion. In addition, Mr. Goldberger is entitled to receive, subject to employment by the Company on the applicable date of bonus payout, an annual target discretionary bonus of up to 50% of his annual base salary, payable at the discretion of the Board or the Compensation Committee of the Board. Pursuant to the Agreement, Mr. Goldberger is also eligible to receive healthcare benefits as may be provided from time to time by the Company to its employees generally, to participate in the Company’s 401(k) plan and to receive paid time off annually in accordance with the Company’s policies in effect from time to time. Additionally, the Offer Letter provides Mr. Goldberger with expense reimbursement for up to $100,000 of moving expenses.
Pursuant to the Agreement, Mr. Goldberger was granted a long-term equity incentive grant and aone-time new hire equity incentive grant, in the form of an option to purchase shares of the Company’s common stock having an aggregate estimated value of $1,200,000 on the Start Date and 215,053 restricted stock units (“RSUs”). Such option and the RSUs vest 25% on each of the four year anniversaries of the Start Date, subject to Mr. Goldberger’s continued employment by the Company on the applicable vesting date. Mr. Goldberger’s option grant has an exercise price per share equal to $1.86, which was the closing price of the Company’s common stock on the Nasdaq Stock Market on the grant date.
Pursuant to the Agreement, Mr. Goldberger agreed to be bound by the Company’s standard Employee Confidentiality and Assignment Agreement, including thenon-compete andnon-solicitation covenants contained therein. As additional consideration for such covenants, the Company agreed, pursuant to the Agreement, that Mr. Goldberger will be covered by the Company’s Executive Severance Policy, as such policy may be in effect from time to time. Additionally, Mr. Goldberger and the Company entered into the Company’s standard form of indemnification agreement for directors and executive officers.
The foregoing description of the Agreement is qualified in its entirety by reference to the text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form8-K and incorporated herein by reference.
Effective as of the Start Date, and as previously disclosed pursuant to the Separation and Release Agreement dated June 10, 2019, Francis Amato is no longer serving as the Chief Executive Officer or a member of the Board. Mr. Amato’s resignation is not the result of any disagreement with the Company relating to the Company’s operations, policies or practices.
