Ekso Bionics Holdings, Inc. (NASDAQ:EKSO) 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 April 20, 2017, the compensation committee (the Compensation
Committee) of the Board of Directors of Ekso Bionics Holdings,
Inc. (the Company) approved the Ekso Bionics Holdings, Inc. 2017
Short Term Incentive Plan (the Plan), which is designed to
provide cash bonus awards to the Companys executive officers
subject to the achievement of goals established by the
Compensation Committee related to corporate performance in 2017.
The amount of the cash bonus that any executive officer will be
eligible to receive is based on a predetermined target percent of
his base salary. For Thomas Looby, our Chief Executive Officer,
the annual cash incentive award target level is 50% of his annual
base salary for 2017. For each of Maximilian Scheder-Bieschin,
our Chief Financial Officer, Gregory Davault, our Vice President,
Global Marketing and Russell DeLonzor, our Vice President,
Operations, the annual cash incentive award target level is 40%
of his annual base salary for 2017. For Russdon Angold, President
of Ekso Labs, the annual cash incentive award target level is 30%
of his annual base salary for 2017.
Payment of cash bonuses under the Plan will be based upon
achievement of specific corporate goals established by the
Compensation Committee and described below, which are weighted
from 5-50%, depending on the role and responsibilities of each
individual executive officer.In determining whether the Companys
corporate goals have been achieved, the Compensation Committee
may consider achievements and other factors (positive and
negative) it considers appropriate.
The following is a description of the 2017 corporate goals:
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Strategic Goals based on Company objectives related to financing initiatives and operating expenses. |
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Medical Goals based on Company objectives related to the Companys medical products commercialization objectives, product development and units sold. |
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Industrial Goals based on Company objectives related to industrial units sold. |
For each performance criteria, the Compensation Committee
established target levels of performance to earn 50% of the
portion of the bonus allocated to the achievement of the
performance criteria. In addition, in order to encourage the
executive officers to exceed the target performance related to
specific goals, the Compensation Committee also set above target
and maximum levels of performance for certain specific goals to
earn 150% or 200% of the portion of the bonus allocated to the
achievement of such goals, as applicable.
Following completion of the fiscal year ending December 31, 2017,
the Compensation Committee will evaluate the performance of the
Company and each executive officer against the 2017 corporate
goals and will determine the amount of the cash award, if any, to
be paid to each of the executive officers under the Plan. The
Compensation Committee has the authority to make discretionary
adjustments to the annual cash incentive program, including the
ability to make additional awards based on the Companys executive
officers performance and to modify the corporate and individual
performance targets and to increase or decrease the amount of the
awards that the Companys executive officers receive in
conjunction with their achievement of the targets and also based
upon the Companys cash resources as of December 31, 2017 and the
date of the payment of the annual cash incentive awards.
On April 20, 2017, the Compensation Committee also approved the
grant of an option to purchase 107,500 shares to Mr. Looby, an
option to purchase 50,000 shares to Mr. Scheder-Bieschin, an
option to purchase 15,000 shares to Mr. Angold and options to
purchase 12,500 shares to each of Messrs. Davault and DeLonzor.
Each of these options have an exercise price of $2.85 per share,
equal to the fair market value on the date of grant, and become
exercisable as to 25% of the total number of shares on the
one-year anniversary of the date of grant, and thereafter vest
monthly in 36 equal installments. Each of the above-referenced
shares was awarded under the Companys Amended and Restated 2014
Equity Incentive Plan (the 2014 Plan), approved by the Companys
stockholders. The form of employee option agreement was attached
as Exhibit 10.14 to the Companys Current Report on Form 8-K filed
on January 23, 2014 and is incorporated herein by reference.
Also, on April 20, 2017, the Compensation Committed approved the
grant of 75,000 restricted stock units to Mr. Looby, 37,000
restricted stock units to Mr. Scheder-Bieschin, 7,000 restricted
stock units to Mr. Angold and 11,250 restricted stock units to
each of Messrs. Davault and DeLonzor. Each restricted stock unit
corresponds to one share of the Companys common stock which
becomes issuable upon vesting. The restricted stock units vest in
four equal annual installments, beginning on the one-year
anniversary of the date of grant. Each of the above referenced
restricted stock units was awarded under the 2014 Plan and is
subject to the terms of the 2014 Plan and a restricted stock unit
agreement between the Company and the executive. to the terms of
the restricted stock unit agreement, if the executives service
with the Company or any of its subsidiaries terminates for any
reason, all remaining unvested restricted stock units will be
forfeited, except that in the event the executives service is
terminated by the Company without cause or by the executive with
good reason within 12 months following a change of control (as
defined in the 2014 Plan), any remaining unvested restricted
stock units will automatically vest on the executives date of
termination. The form of restricted stock unit agreement will be
filed as an exhibit to the Companys next quarterly report on Form
10-Q.
The foregoing descriptions of the employee option agreement and
the restricted stock unit agreement do not purport to be complete
and are qualified in their entirety by reference to the form of
employee option agreement and restricted stock unit agreement,
respectively.
Ekso Bionics Holdings, Inc. (NASDAQ:EKSO) Recent Trading Information
Ekso Bionics Holdings, Inc. (NASDAQ:EKSO) closed its last trading session down -0.01 at 2.83 with 182,237 shares trading hands.