Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 11, 2022, the Board of Directors of Eargo, Inc. ("Eargo" or the
"Company") promoted Mark Thorpe to Chief Accounting Officer of the Company,
effective January 16, 2022. Mr. Thorpe assumes the role of principal accounting
officer from Adam Laponis, who continues his role as the Company's Chief
Financial Officer and principal financial officer.
Mr. Thorpe, age 54, has served as the Company's Vice President of Finance and
Corporate Controller since September 2019, prior to his promotion to Chief
Accounting Officer. Prior to Eargo, from July 2018 to June 2019, Mr. Thorpe
served as the Senior Vice President of Finance and Operations at Bitmovin, Inc.,
a provider of web-based video infrastructure solutions. Prior to that, from
October 2014 to June 2018, Mr. Thorpe served as the Vice President, Head of
Finance and Administration at VeloCloud Networks, Inc (acquired by VMWare, Inc.)
a provider of cloud, software and hardware-based SD-WAN services. Mr. Thorpe has
also served in various leadership roles in accounting and finance at
ServiceSource, Inc., Citrix Systems, Inc., and United Parcel Services, Inc., and
Mr. Thorpe began his professional career with KPMG, LLP. Mr. Thorpe holds dual
masters and bachelors degrees in accounting from the University of Florida. He
is a Certified Public Accountant and a member of the American Institute of
Certified Public Accountants.
The Company has entered into a promotion letter and new employment agreement
with Mr. Thorpe in connection with his appointment as Chief Accounting Offer.
Mr. Thorpe will receive an annual base salary of $295,000 and a target annual
discretionary cash bonus of 40% of his annual base salary. In addition, Mr.
Thorpe has been awarded one-time retention bonuses in two tranches: $30,000 if
he remains with the Company through April 1, 2022 and an additional $30,000 if
he remains with the Company through July 1, 2022, in each case, less applicable
deductions and withholdings. Mr. Thorpe is also eligible to receive up to
$25,000 in reimbursements for participation in an approved professional training
program, which amount would be repayable to the Company should Mr. Thorpe
voluntarily leave the Company within 12 months of his completion of such
program. Pursuant to the terms of the employment agreement, in the event Mr.
Thorpe is terminated without Cause or resigns for Good Reason (each, as defined
in the employment agreement), in each case, other than during the period that is
on or 12 months following a change in control, Mr. Thorpe will be eligible to
receive: (i) a lump sum cash payment equal to 0.75x his annual base salary and
target annual discretionary cash bonus; and (ii) payment or reimbursement of
COBRA premiums for nine months. In addition, in the event Mr. Thorpe is
terminated without Cause or resigns for Good Reason, in each case, during the
period that is on or 12 months following a change in control, he will be
eligible to receive: (i) a lump sum cash payment equal 1x the sum of his annual
base salary and target annual discretionary cash bonus; (ii) payment or
reimbursement of COBRA premiums for up to 12 months; and (iii) full accelerated
vesting of all equity awards. All severance payments and benefits under the
employment agreement are subject to Mr. Thorpe's execution of a release of
claims against the Company.
The above description of the material terms of the promotion letter and
employment agreement is qualified in its entirety by reference to the full text
of these agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to
this Current Report on Form 8-K and incorporated by reference in this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Promotion Letter by and between Eargo, Inc. and Mark Thorpe.
10.2 Employment Agreement by and between Eargo, Inc. and Mark Thorpe.
104 Cover Page Interactive File, formatted in Inline XBRL.
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