Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
|
(1) Retirement of Ralph Goldwasser as Chief Financial Officer, Principal
Financial Officer and Principal Accounting Officer
On February 6, 2019, the Company announced that Ralph Goldwasser is retiring effective as
of February 18, 2019 from his positions as Chief Financial Officer, principal financial officer and principal accounting officer of Myomo, Inc. (the
Company
). Mr. Goldwasser, age 71, will provide transitional services to
the Company for an expected three-month term under a transition and consulting agreement. In connection with Mr. Goldwassers retirement, the Company and Mr. Goldwasser entered into a consultancy agreement (the
Goldwasser
Agreement
) which provides for, among other things, Mr. Goldwassers continuing to provide services to the Company as a consultant in a transitional capacity for an expected term until May 18, 2019. Pursuant to the Goldwasser
Agreement, Mr. Goldwasser will receive a monthly retainer of $10,000 and will continue to be eligible to participate in the Companys 2018 bonus program. In addition, upon the commencement of his consultancy period, Mr. Goldwasser
will receive 20,000 restricted stock units, all of which will vest upon the conclusion of his consultancy period. In addition, upon the conclusion of his consultancy period, the 8,750 restricted stock units currently held by Mr. Goldwasser will
vest in full. The foregoing summary of the Goldwasser Agreement is qualified in its entirety by reference to the full Goldwasser Agreement filed herewith as Exhibit 10.1 and incorporated by reference herein.
(2) Appointment of David Henry as Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
On February 6, 2019, the Company appointed David A. Henry as Chief Financial Officer of the Company, effective on February 18, 2019, following the
retirement of Mr. Goldwasser. Mr. Henry was also appointed as the Companys principal financial officer and principal accounting officer effective on February 18, 2019.
Mr. Henry, age 57, joins the Company from Eos Energy Storage LLC, a privately-held manufacturer of grid-scale energy storage systems for utilities and
renewable project developers, where he has served as Chief Financial Officer since August 2017. Prior to that, he served at American Superconductor Corporation (Nasdaq: AMSC) from July 2007 to June 2017 as Chief Financial Officer. Prior to that,
Mr. Henry served as Chief Financial Officer of AMI Semiconductor (Nasdaq: AMIS) from April 2004 to July 2007. Mr. Henry has more than thirty years experience in high-technology manufacturing companies, including serving more than a
dozen years collectively as the chief financial officer of publicly-traded companies. Mr. Henry received his degree in Business Administration from the University of California, Berkeley and an M.B.A. from Santa Clara University.
In connection with Mr. Henrys appointment as Chief Financial Officer, the Company and Mr. Henry entered into an employment agreement (the
Henry Agreement
) which provides for, among other things: (i) base salary of $215,000; (ii) target annual incentive compensation of 50% of his base salary; and (iii) additional severance and change in control benefits
contingent upon Mr. Henrys agreeing to a general release of claims in favor of the Company following termination of employment as described below. If Mr. Henry is terminated without cause or he resigns his employment for good reason,
he will be entitled to severance as follows: 50% of his then-annual base salary plus his target annual performance bonus then in effect (increased to 75% after one year of service to the Company by Mr. Henry), additional vesting of all
time-based awards that would have vested if Mr. Henry remained employed for an additional six months (increased to nine months after one year of service to the Company by Mr. Henry), and continuation of group health plan benefits for up to
six months (increased to nine months after one year of service to the Company by Mr. Henry) to the extent permitted by and consistent with COBRA. Cause and good reason are each defined in the Henry Agreement. In the
event that such termination without cause or resignation for good reason occurs within a
12-month period
following a change in control (as defined in the Henry Agreement), Mr. Henry will be entitled
to receive severance in an amount equal to 75% times the sum of his then-annual base salary plus his target annual performance bonus then in effect (increased to 100% after one year of service to the Company by Mr. Henry), payable in a lump
sum, full vesting of any time-based awards then held by Mr. Henry, and continuation of group health plan benefits for up to nine months (increased to 12 months after one year of service to the Company by Mr. Henry) to the extent permitted
by and consistent with COBRA.
Mr. Henry was also granted a signing bonus in the form of a cash bonus of $25,000. In addition, Mr. Henry was
granted an award of 20,000 restricted stock units, which will vest over four years with 25% vesting on the
one-year
anniversary of Mr. Henrys start date with the remainder vesting in equal quarterly
installments thereafter. Mr. Henry was also granted an option to purchase 50,000 shares of the Companys common stock, which will vest over four years with 25% vesting on the
one-year
anniversary of
Mr. Henrys start date with the remainder vesting in equal monthly installments thereafter. The foregoing summary of the Henry Agreement is qualified in its entirety by reference to the full Henry Agreement filed herewith as Exhibit 10.2
and incorporated by reference herein.
The Company entered into an indemnification agreement with Mr. Henry in connection with his employment, which
is in substantially the same form as that entered into with the other executive officers of the Company and is incorporated herein by reference.