Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
President and Chief Executive Officer Appointment
On October 6, 2022, Hyperfine, Inc. (the "Company") announced that Maria Sainz,
one of the Company's current directors, was appointed by the Board of Directors
of the Company (the "Board") as President and Chief Executive Officer of the
Company, effective as of October 24, 2022 (the "Appointment Date"). Ms. Sainz
will also continue to serve as a director on the Board. In connection with Ms.
Sainz's appointment, R. Scott Huennekens, who has been serving as Interim
President and Chief Executive Officer of the Company, will step down from that
role effective as of the Appointment Date. Mr. Huennekens will continue to serve
as Executive Chairperson of the Board.
Ms. Sainz, age 56, has served on the Board since the closing of the Company's
business combination in December 2021. Ms. Sainz also serves as member of the
board of directors of ShockWave Medical, Inc., Avanos Medical, Inc. and Atrion
Corporation, and was previously on the board of Orthofix Medical Inc., Iridex
Corporation and MRI Interventions, Inc. Ms. Sainz served as the President and
Chief Executive Officer of AEGEA Medical, a medical device company in the
women's health space focused on the development of technology for endometrial
ablation, from May 2018 through February 2021. Prior to that, she served as the
President and Chief Executive Officer of Cardiokinetix, a medical device
company, from 2012 until 2017. Ms. Sainz received a Bachelor of Arts in
Linguistics from the University Complutense in Madrid, Spain and a Masters in
International Business from the American Graduate School of International
Management. Ms. Sainz's qualifications to serve on the Board include her
leadership experience in the healthcare industry.
The selection of Ms. Sainz to perform the functions of President and Chief
Executive Officer was not pursuant to any arrangement or understanding between
Ms. Sainz and any other person. There are no family relationships between Ms.
Sainz and any director or executive officer of the Company, and there are no
transactions between Ms. Sainz and the Company that would be required to be
reported under Item 404(a) of Regulation S-K.
On October 4, 2022, the Company entered into an offer letter of employment with
Ms. Sainz, effective as of the Appointment Date (the "Offer Letter"). Pursuant
to the terms of the Offer Letter, Ms. Sainz's annual base salary is $550,000.
Ms. Sainz is eligible to receive an annual discretionary bonus with a target of
90% of her base salary. Ms. Sainz will receive a one-time sign-on bonus in the
amount of $125,000, which is recoverable in full by the Company in the event
that Ms. Sainz voluntarily terminates her employment with the Company or is
terminated for "cause" (as defined in the Hyperfine, Inc. Executive Severance
Plan, as amended (the "Severance Plan")) prior to the 12 month anniversary of
the Appointment Date. The Offer Letter further provides that Ms. Sainz will
receive an award of stock options to purchase 3,175,000 shares of Class A common
stock of the Company as of the effective date of the stock option repricing
previously approved by the Board on August 24, 2022, which is expected to be on
or about October 31, 2022, with 25% of the stock options to vest on the last day
of the calendar month that includes the one year anniversary of the Appointment
Date, and 2.08% at the end of each month thereafter, subject to Ms. Sainz's
continued service to the Company through the applicable vesting dates.
Commencing on the Appointment Date, Ms. Sainz will become a participant in the
Company's Severance Plan. The foregoing description of the Offer Letter is not
complete and is qualified in its entirety by reference to the full text of the
Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K.
Further, in connection with Ms. Sainz's membership on the Board, Ms. Sainz and
the Company previously entered into an indemnification agreement in the form the
Company has entered into with its other executive officers and directors, which
form is filed as Exhibit 10.24 to the Company's Current Report on Form 8-K,
filed with the U.S. Securities and Exchange Commission on December 28, 2021.
Amended Executive Severance Plan
On October 3, 2022, the Board amended the Severance Plan to include the Chief
Executive Officer as a participant in the Severance Plan effective October 1,
2022, but the terms of the Severance Plan did not otherwise change. Participants
in the Severance Plan include the Chief Executive Officer and all employees with
the title of Vice President, including Executive Vice President, Senior Vice
President and Vice President.
Under the Severance Plan, if the Company terminates a participant's employment
without cause (as defined in the Severance Plan) at any time other than during
the twelve (12) month period following a change in control (as such term is
defined in the Severance Plan) (the "Change in Control Period"), then the
participant is eligible to receive the following benefits:
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• Severance payable in the form of salary continuation or a lump sum
payment. The severance amount is equal to participant's then-current
base salary times a multiplier determined based on the participant's
title or role with us.
• The Company will pay for company contribution for continuation coverage
under the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended ("COBRA") during the severance period.
Under the Severance Plan, if the Company terminates a participant's employment
without cause or a participant resigns for good reason, during the Change in
Control Period, then the participant is eligible to receive the following
benefits:
• Severance payable in a single lump sum. The severance amount is equal to
participant's then-current base salary and then-current target annual
bonus opportunity, times a change in control multiplier determined based
on the participant's title or role with us.
• The Company will pay for company contribution for continuation coverage
under COBRA during the severance period.
• Any outstanding unvested equity awards held by the participant under any
then-current outstanding equity incentive plan(s) will become fully
vested as of the date the termination of such participant's employment
becomes effective.
A participant's rights to any severance benefits under the Severance Plan are
conditioned upon the participant executing and not revoking a valid separation
and general release of claims agreement in a form provided by the Company.
The foregoing description of the Severance Plan is not complete and is qualified
in its entirety by reference to the full text of the Severance Plan, a copy of
which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Executive Chairperson Compensation
On October 4, 2022, the Board approved the terms of compensation to be granted
to Mr. Huennekens for his service as Executive Chairperson of the Board. Mr.
Huennekens will be compensated in the amount of $10,000 per month, effective as
of the Appointment Date, and continuing until his successor has been appointed
or until his earlier death, resignation or removal. In addition, Mr. Huennekens
will continue to be entitled to an annual cash retainer fee of $50,000, an
annual equity grant and the reimbursement of expenses for his service as a
non-employee director in accordance with the Company's Nonemployee Director
Compensation Policy.
Item 7.01. Regulation FD Disclosure.
On October 6, 2022, the Company issued a press release announcing the
appointment of Ms. Sainz, as described in Item 5.02 above. A copy of the press
release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K (including
Exhibit 99.1) shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
Number
10.1+ Offer Letter, dated as of October 4, 2022, by and between Hyperfine,
Inc. and Maria Sainz
10.2+ Executive Severance Plan, as amended
99.1 Press Release, dated October 6, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
+ Management contract or compensatory plan or arrangement.
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