CYTOSORBENTS CORPORATION (NASDAQ:CTSO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On February 24, 2017, the Compensation Committee (the
Compensation Committee) of the Board of Directors (the Board) of
CytoSorbents Corporation (the Company) approved the following
equity bonus awards and annual base salaries for its executive
officers, as well as annual incentive awards as set forth below:
| Name | Position |
Fiscal Year 2017 Base Salary |
Stock Options (5)(6) |
Bonus Restricted Stock Units (5)(7) |
Change in Control Restricted Stock Units (5)(8) |
|||
| Phillip P. Chan, MD, PhD | President and Chief Executive Officer | $ | 378,000 (1) | 112,000 | 40,625 | 18,700 | ||
| Vincent J. Capponi | Chief Operating Officer | $ | 314,000 (2) | 105,000 | 35,938 | 17,900 | ||
| Kathleen P. Bloch | Chief Financial Officer | $ | 275,000 (3) | 89,000 | 32,813 | 15,700 | ||
| Robert H. Bartlett, MD | Chief Medical Officer | –(4) | 20,000 | – | – | |||
| (1) |
Represents approximately an 8% increase in annual base salary; effective as of January 1, 2017. |
| (2) |
Represents approximately a 7.9% increase in annual base salary; effective as of January 1, 2017. |
| (3) |
Represents approximately a 7.8% increase in annual base salary; effective as of January 1, 2017. |
| (4) |
Dr. Bartlett is paid consulting fees of $54,000 annually for his services to the Company. His compensation remains unchanged from 2016. |
| (5) | Grant date was February 24, 2017. |
| (6) |
These stock option awards are subject to stockholder approval at the Companys 2017 Annual Meeting of Stockholders. The vesting of these stock options is based upon the achievement of the following performance milestones, to be determined in the sole discretion of the Board: |
|
30% vest upon achieving 2017 budgeted revenues and not exceeding budgeted operating expenses, based upon metrics as determined by the Board. |
|
30% vest upon achievement of multiple clinical trial and data objectives in calendar year 2017, as determined by the Board. |
|
25% vest upon meeting financing goals for calendar year 2017, as determined by the Board. |
|
15% vest upon achievement of one or more new or expanded major strategic partnerships in calendar year 2017, as determined by the Board. |
| (7) |
Restricted stock unit awards granted in recognition of 2016 performance.Vesting as to one-third of these restricted stock units shall occur on each of the date of grant, the first anniversary of the date of grant, and the second anniversary of the date of grant, subject to the grantees continued service as of the applicable vesting date, and will be settled into common stock of the Company, $0.001 par value per share (the Common Stock). |
| (8) |
These restricted stock unit awards are subject to stockholder approval at the Companys 2017 Annual Meeting of Stockholders. These restricted stock units will be settled into Common Stock upon vesting upon a Change In Control of the Company, as defined in the CytoSorbents Corporation 2014 Long-Term Incentive Plan. To the extent a Change In Control occurs prior to such stockholder approval, these restricted stock awards shall not be considered outstanding unless approved at the time of such Change In Control. |
The adjustments to base salary and bonus restricted stock unit
awards described above were made in connection with each such
executive officers annual performance review. The stock options
and restricted stock units were awarded in the discretion of the
Compensation Committee under the Companys 2014 Long-Term
Incentive Plan (the Plan). Each option and restricted stock unit
have a 10-year term and each option has a strike price of $5.60,
the closing price of the Companys Common Stock as reported on the
NASDAQ Capital Market on the date of the grant.
The authorized Common Stock available for grant under the Plan is
currently insufficient to make all of the Companys 2017 annual
grants to its directors, officers and employees.The Company
anticipates amending the Plan, subject to stockholder approval at
the Companys 2017 Annual Meeting of Stockholders, to increase the
number of shares of Common Stock authorized for issuance
thereunder.
About CYTOSORBENTS CORPORATION (NASDAQ:CTSO)
CytoSorbents Corporation is a critical care focused immunotherapy company. The Company is engaged in commercializing its product, CytoSorb, which is a blood purification technology with focus in preventing or treating multiple organ failure. The Company’s purification technologies are based on biocompatible, porous polymer beads that remove toxic substances from blood and other bodily fluids by pore capture and surface adsorption. The Company’s CytoSorb is an extracorporeal cytokine filter and is designed to reduce the cytokine storm that causes inflammation, organ failure and death in common critical illnesses, such as sepsis, burn injury, trauma, lung injury and pancreatitis. In addition, CytoSorb is used in other inflammatory conditions, such as cardiac surgery and autoimmune disease flares and cancer cachexia. It also has other products under development based upon its blood purification technology, including HemoDefend, ContrastSorb, DrugSorb, BetaSorb and others. CYTOSORBENTS CORPORATION (NASDAQ:CTSO) Recent Trading Information
CYTOSORBENTS CORPORATION (NASDAQ:CTSO) closed its last trading session up +0.05 at 5.65 with 40,117 shares trading hands.
