Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 28, 2022, the Board of Directors of Aspira Women's Health Inc. (the
"Company") appointed Marlene McLennan as the Company's interim Chief Financial
Officer, effective as of December 1, 2022. As such, Ms. McLennan also serve as
interim principal financial officer and interim principal accounting officer of
the Company. Prior to joining the Company, Ms. McLennan, age 52, served in
numerous financial and operational leadership roles. From 2020 to 2022, she
served as Chief Financial Officer of Vestige Healthcare, a hospital acquisition
organization responsible for helping hospitals grow in a strategic and
sustainable manner. From 2018 to 2020, Ms. McLennan served as Chief Financial
Officer at Medytox Solutions Rennova, and from 2017 to 2018, Ms. McLennan served
as Chief Financial Officer at MedBridge Healthcare. Prior to MedBridge
Healthcare, Ms. McLennan acted as Chief Financial Officer for several other
healthcare companies, including Barnes Healthcare Services, Monroe County
Hospital, Pacer Health Corporate, and Gemstarr Financial. She began her career
at Tenet Healthcare before moving to Columbia HCA, where she rose through the
ranks in various roles during her 22-year tenure to become Chief Financial
Officer. Ms. McLennan holds a Master of Business Administration in Management
and Operations from the University of Miami and a Bachelor of Science in Finance
from the University of Florida.
There are no family relationships, as defined in Item 401 of Regulation S-K,
between Ms. McLennan and any of the Company's directors or executive officers,
and there is no arrangement or understanding between Ms. McLennan and any other
person pursuant to which she was appointed as an officer of the Company. Ms.
McLennan does not have any direct or indirect material interest in any
transaction or proposed transaction required to be reported under Item 404(a) of
Regulation S-K.
Pursuant to the terms of an employment agreement, executed on November 28, 2022,
and effective on December 1, 2022 (the "Employment Agreement"), between the
Company and Ms. McLennan, the Company will employ Ms. McLennan for an initial
six-month term, concluding on June 1, 2023 (the "Initial Term"). At the end of
the Initial Term and thereafter, the Employment Agreement will automatically
renew for successive six-month periods (each such period, a "Renewal Term"), not
to exceed two Renewal Terms, or 18 months total (each such six-month period of
employment, a "Term"), unless Ms. McLennan or the Company provides 45-days
written notice of termination. The Company will pay Ms. McLennan a base salary
of $350,400 on an annualized basis. In addition, Ms. McLennan will be eligible
for a bonus of up to 50% of her base salary (prorated for partial years) for
achievement of corporate goals to be mutually agreed upon by Ms. McLennan and
the Company's Chief Executive Officer (the "CEO") and approved by the Board of
Directors. The exact payment terms of such bonus, if any, are to be set by the
Compensation Committee of the Board of Directors in its sole discretion. During
the term of her employment, Ms. McLennan will also be entitled to the Company's
standard benefits covering employees at her level. If Ms. McLennan's employment
is terminated by the Company during any Term or if the Company elects not to
renew her employment for a Renewal Term, Ms. McLennan is entitled to a severance
lump sum payment of $60,000, provided she has met certain performance criteria,
and except in the case the Company agrees to transition the interim Chief
Financial Officer role to a permanent one.
The Employment Agreement provides that Ms. McLennan will be granted a stock
option award with respect to 25,000 shares of Company common stock on, or as
soon as administratively practicable after, December 1, 2022 and for each
Renewal Term, subject to approval by the Board of Directors, and subject to the
terms and conditions of the Company's 2019 Stock Incentive Plan and a stock
option award agreement in a form substantially similar to that used by the
Company for other senior executives of the Company (each such award, an
"Option"). Each Option shall have a per share exercise price equal to the
closing price per share of Company common stock as of the applicable grant date
and shall become vested and exercisable (and shall remain exercisable for one
year from the date of vest) upon the earlier of (1) fulfillment of each Term
pursuant to the Employment Agreement, or (2) the
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date on which the Employment Agreement is superseded by another employment
agreement. The Employment Agreement further provides that if her employment is
terminated by the Company without "Cause" or by Ms. McLennan for "Good Reason,"
in each case following a "Change in Control" (each as defined in the Employment
Agreement), any outstanding Option then held by Ms. McLennan will vest in full
upon the date of such termination.
Under the Employment Agreement, Ms. McLennan is subject to a non-competition
covenant and an employee and customer non-solicitation covenant, each extending
for 12 months following the termination of Ms. McLennan's employment with the
Company, as well as a mutual non-disparagement covenant.
The foregoing description of the Employment Agreement is qualified in its
entirety by reference to the full text of the Employment Agreement, a copy of
which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
No.
10.1 Employment Agreement between Aspira Women's Health Inc. and Marlene
McLennan, effective December 1, 2022
104Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
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