Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers

On October 26, 2021, CorMedix Inc. ("Company") and Matt David, M.D., the Company's current Chief Financial Officer, entered into a letter agreement (the "Letter Agreement") modifying certain terms of his employment agreement with the Company, dated May 11, 2020 ("Employment Agreement"), and providing other compensation, as a result of Dr. David serving as interim Chief Executive Officer of the Company. Pursuant to the Letter Agreement, during the period in which Dr. David serves as interim Chief Executive Officer, his base salary will increase to $425,000 from $330,000, which is the amount set forth in his Employment Agreement. His base salary will be reviewed and increased, if appropriate, by the Compensation Committee six months following October 4, 2021 if Dr. David continues to serve as interim Chief Executive Officer on such date. After Dr. David ceases to serve as interim Chief Executive Officer, and as he continues to serve as Chief Financial Officer, the Company will provide him with an annual base salary of $375,000, representing a $45,000 increase from his current salary level under the Employment Agreement. The Board, or its Compensation Committee, will review such base salary to determine whether an increase is appropriate in 2022 as part of the 2022 compensation review cycle and benchmarking review.

Under the Letter Agreement, Dr. David's target annual bonus with respect to the period during which he serves as interim Chief Executive Officer is increased to 60% from 30% of his base salary, which is otherwise set forth in his Employment Agreement. After Dr. David ceases to serve as interim Chief Executive Officer, and as he continues to serve as Chief Financial Officer, his target annual bonus will increase to 40% of his base salary.

Under the Letter Agreement, in the event Dr. David's employment is terminated by the Company other than as a result of his death or disability or notice of nonrenewal of the Employment Agreement, and other than for "Cause", or if he resigns for "Good Reason", in either case during the period he serves as interim Chief Executive Officer, he will be eligible for severance equal to his base salary for a period of 12 months following his termination date, which is increased from nine months as is otherwise provided for in his Employment Agreement. Dr. David has agreed to waive any rights he may have under his Employment Agreement to a Good Reason termination as a result of his ceasing to serve as interim Chief Executive Officer of the Company at a future date.

In connection with Dr. David serving as interim Chief Executive Officer, the Board of Directors will grant Dr. David a stock option with respect to 125,000 shares of Company stock with an exercise price equal to the closing price of Company stock on the New York Stock Exchange on the date of grant. The option will vest over four years in four equal annual installments beginning on the date of grant, subject to Dr. David's continued employment, consistent with the terms of the standard form of option agreement used by the Company.

Dr. David joined the Company as Executive Vice President and Chief Financial Officer in May 2020. Prior to joining the Company, Dr. David was Head of Strategy at Ovid Therapeutics and has spent the majority of his career in healthcare investment banking roles where he advised life sciences companies on a broad range of financing and strategic transactions. Dr. David received his M.D. from NYU School of Medicine and his undergraduate degree from Dartmouth College.

The Board has initiated a search process with a leading executive search firm to identify a new Chief Executive Officer.

The Letter Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Letter Agreement is not complete and is qualified in its entirety by reference to Exhibit 10.1.





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Item 9.01 Financial Statements and Exhibits






(d) Exhibits



Exhibit No.     Description
10.1              Letter Agreement, dated and effective October 26, 2021, between
                CorMedix Inc. and Matthew David, M.D.
104             Cover Page Interactive Data File (embedded within the Inline XBRL
                document)




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