| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
Executive Officer Cash Bonuses
On February 21, 2022, the Compensation Committee of the Board of Directors of BioAtla, Inc. (the “Company”), approved a cash bonus of $156,841 for 2021 for Richard Waldron, the Company’s Chief Financial Officer, based on the Company’s achievement of certain clinical development milestones and business objectives in 2021. Mr. Waldron’s bonus reflects 90% of his target bonus.
On February 21, 2022, the Compensation Committee recommended, and on February 22, 2022, the Company’s Board of Directors approved, a cash bonus of $356,184 for 2021 for Jay Short, the Company’s Chief Executive Officer, and a cash bonus of $247,617 for 2021 for Scott Smith, the Company’s President, based on the Company’s achievement of certain clinical development milestones, research and development milestones, and business objectives in fiscal year 2021. These bonuses reflect 90% of each executive officer’s target bonus.
2022 Corporate Bonus Plan
On February 21, 2022, the Compensation Committee recommended, and on February 22, 2022, the Company’s Board of Directors approved, the Company’s 2022 Corporate Bonus Plan (the “Bonus Plan”) and corporate performance goals under the Bonus Plan applicable for 2022. The Company’s Chief Executive Officer, Chief Financial Officer, and each of the Company’s named executive officers (together, the “Executive Officers”) is a participant in the Bonus Plan and subject to the 2022 corporate performance goals.
The Bonus Plan provides the Executive Officers with the opportunity to earn an annual cash bonus that is paid based on the achievement of corporate performance goals. Each of these performance goals receives a different weight when the bonus attainment is calculated. The corporate performance goals consist of certain clinical development milestones (55% weight), research and development goals (25% weight), and strategic objectives (20% weight). The amount of annual bonus earned depends on whether the Company achieves the performance level for the applicable corporate performance goal. Each of the performance goals is measured independently of the other. Payment of cash bonuses will be subject to attaining 50% threshold performance of the weighted combination of the corporate performance goals overall. Actual payouts may range from 50% to 125% of target, based on performance.
The target annual bonus amount for each participating executive officer is set at a percentage of the Executive Officer’s annual base salary as set forth in the table below:
| | | | |
| Name and Position | | Percentage
Target of
Base
Salary | |
Jay Short
Chief Executive Officer | | | 60 | % |
Richard Waldron
Chief Financial Officer | | | 40 | % |
Scott Smith
President & Director | | | 50 | % |
The annual cash bonus for each Executive Officer will be equal to (1) the applicable target annual bonus amount multiplied by (2) the percentage achievement applicable to the weighted combination of the corporate performance goals identified above as achieved by the Company in 2022.
