Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 12, 2020, James Mathers informed the board of directors of Biolife
Solutions, Inc. (the "Company") that he will retire from his position as Chief
Revenue Officer of the Company effective June 30, 2020. Mr. Mathers has been
Chief Revenue Officer of the Company since December 2019 and before such
appointment, served as the Company's Vice President, Global Sales from May 2016.
On May 18, 2020, the Company appointed Marcus Schulz as Vice President, Global
Sales, effective July 1, 2020.
Mr. Schulz, age 42, joined the Company in August 2019 as Vice President of
Sales, evo® Platform. In that role, Mr. Schulz supported the Company's
partnerships with specialty couriers that market the evo cold chain management
platform to the regenerative medicine market. Prior to joining the Company, Mr.
Schulz served in a variety of strategic business development and executive sales
leadership roles with companies including Siemens Healthcare (2000-2009, most
recently as Director, Strategic National Accounts), Johnson & Johnson
(2010-2012, most recently as Sales Director), Aramark Healthcare Technologies
(2012-2013, most recently as Director of Business Development), Abbott
Laboratories (2013-2015, most recently as Executive Director, Healthcare
Improvement), Belimed, AG (2015-2016, most recently as Executive Director,
Strategic Solutions Group) and most recently, GE Healthcare (2016-2019, most
recently as General Manager, National Accounts), where he managed a $1 billion
annual revenue strategic account. There are no arrangements or understandings
between Mr. Schulz and any other persons pursuant to which Mr. Schulz was named
as an officer. There are also no family relationships between Mr. Schulz and any
director, executive officer or person nominated to become a director or
executive officer of the Company.
Related to Mr. Schulz' appointment as Vice President, Global Sales, the Company
entered into an employment agreement with Mr. Schulz, effective July 1, 2020
(the "Employment Agreement"). The Employment Agreement is not for a definite
time period, but rather, will continue until terminated in accordance with its
terms. Pursuant to the Employment Agreement, Mr. Schulz will earn a base salary
equal to $250,000 per year plus a monthly commission-based bonus of 0.5% of
global sales revenue invoices in that calendar month. Mr. Schulz will be
entitled to participate in all employee benefit programs established by the
Company. In addition, upon termination without "cause" (other than by reason of
death or disability), resignation for "Good Reason," or upon a "Change in
Control" of the Company, Mr. Schulz will receive the following severance
payments: (i) his base salary through the date of termination, including unused
vacation time and expenses. (ii) a lump sum severance payment equal to 6 months'
salary and (iii) an amount equal to the cost of 6 months' medical insurance
premiums at a monthly amount equal to the amount of COBRA coverage in effect as
of the termination date, plus a tax gross-up with respect to such premiums. The
Employment Agreement contains a covenant not to compete with the Company or
solicit the Company's employees, customers or suppliers for a period of 1 year
after the date of termination.
The foregoing summary of the Employment Agreement is qualified in its entirety
by reference to the text of the Employment Agreement, copies of which will be
attached as an exhibit to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2020.
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