INTERPACE DIAGNOSTICS GROUP, INC. (NASDAQ:IDXG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 7, 2017, the board of directors (the “Board”) of Interpace Diagnostics Group, Inc. (the “Company”) approved the appointment of Thomas Freeburg, age 50, as chief accounting officer (and principal accounting officer) of the Company. There is no arrangement or understanding between Mr. Freeburg and any other person to which he was selected to serve in any Company office. Mr. Freeburg has no family relationship with any director or executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. Since the beginning of 2017, there has not been any transaction, or series of similar transactions, and there is not currently any proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000, in which Mr. Freeburg had or will have a direct or indirect material interest. Mr. Freeburg has served as corporate controller for the Company from October 2017 until the present, was an independent consultant from 2015 to September 2017, and from 2009 to 2014 was employed at Tapestry, Inc. (formerly Coach, Inc.) as Director of SEC Reporting and Accounting Policies.
Mr. Freeburg is entitled to receive an annual base salary of $165,000 paid in accordance with the Company’s payroll practices. Mr. Freeburg is also eligible to receive an annual performance bonus, depending upon his performance and the Company’s profitability. Mr. Freeburg’s target bonus is up to 25% of his annual base salary. Mr. Freeburg is also eligible to participate in an annual stock based incentive plan under which he may be awarded restricted stock options and restricted stock grants at the end of each year, subject to certain performance goals. Mr. Freeburg is also eligible to participate in any benefit plans that may be offered from time to time by the Company to its employees generally and in the Company’s 401(k) plan, in each case subject to his satisfaction of the applicable eligibility provisions.
In addition, on March 7, 2017 the Board approved the employment agreement (the “Employment Agreement”) of James Early, the Company’s chief financial officer, corporate secretary and treasurer. Mr. Early is entitled to receive an annual base salary of $250,000 paid in accordance with the Company’s payroll practices. Such base salary is subject to adjustment on an annual basis by the Company’s chief executive officer, in consultation with the Board’s compensation committee. Mr. Early is also eligible to receive an annual performance bonus, subject to the attainment of annual performance goals as set and determined by the Company’s chief executive officer, in consultation with the Board’s compensation committee. Mr. Early’s target bonus is up to 30% of his annual base salary. Mr. Early is also eligible to participate in an annual stock based incentive plan under which he may be awarded restricted stock options and restricted stock grants at the end of each year, subject to certain performance goals. Mr. Early is also eligible to participate in any benefit plans that may be offered from time to time by the Company to its senior management.
Mr. Early is an at-will employee of the Company. However, in the event that Mr. Early is terminated by the Company for any reason other than death, total disability or cause, or if Mr. Early resigns for good reason, Mr. Early is entitled to (i) payment of six months of his then current base salary and (ii) six months continuation of his health benefits.
Further, on March 7, 2017, in connection with the Company’s Amended and Restated 2004 Stock Award and Incentive Plan, the Board’s compensation committee awarded stock options and restricted stock grants for the Company’s chief executive officer, chief financial officer and chief commercial officer. The options and stock grants both vest in equal installments annually over a three year period and the stock options have an exercise price of $1.01. The amounts are detailed below:
| Name | Title | Number of Stock Options | Number of Restricted Stock Grants |
| Jack Stover | Chief Executive Officer | 224,000 | 56,000 |
| James Early | Chief Financial Officer | 56,000 | 14,000 |
| Gregory Richard | Chief Commercial Officer | 112,000 | 28,000 |
About INTERPACE DIAGNOSTICS GROUP, INC. (NASDAQ:IDXG)
Interpace Diagnostics Group, Inc., formerly PDI, Inc., is focused on developing and commercializing molecular diagnostic tests principally focused on early detection of high potential progressors to cancer and leveraging the latest technology and personalized medicine for patient diagnosis and management. The Company operates through molecular diagnostics segment. It offers molecular tests, such as PancraGen, which is a pancreatic cyst molecular test that can aid in pancreatic cyst diagnosis and pancreatic cancer risk assessment utilizing its PathFinder platform; ThyGenX, which assesses thyroid nodules for risk of malignancy, and ThyraMIR, which assesses thyroid nodules risk of malignancy utilizing a gene expression assay. Through its molecular diagnostics business, the Company provides diagnostic options for detecting genetic and other molecular alterations that are associated with gastrointestinal and endocrine cancers, which are focused on early detection of cancer.
