Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 3, 2023, MiMedx Group, Inc. (the "Company") appointed Ricci S.
Whitlow as its Executive Vice President and Chief Operating Officer, and issued
a press release in connection therewith, which is included as Exhibit 99.1 to
this Current Report on Form 8-K and incorporated herein. Ms. Whitlow is aged 54
and from September to December 2022, she provided strategic solutions for
pharmaceutical and medical device companies as Principal of Whitlow Advisory
Services LLC. Prior to that, Ms. Whitlow served as President, Clinical Supply
Services of Catalent, Inc., from January 2020 to August 2022. Before this role,
she was the Senior Vice President, Technical and Corporate Operations of
Optinose, having joined that company as its Vice President, Technical Operations
in 2017. Prior to her positions at Catalent and Optinose, Ms. Whitlow's
extensive career has included leadership roles at a number of MedTech companies,
including LifeCell, Kinetic Concepts and Johnson & Johnson. Ms. Whitlow is a
certified Six Sigma Green Belt, and holds a Master's degree in Business
Administration from the TRIUM program of NYU Stern School of Business, London
School of Economics, and HEC Paris, as well as a Bachelor of Science in
Industrial Engineering from Texas A&M University.
On December 27, 2022, Ms. Whitlow accepted the Company's Employment Offer Letter
(the "Offer Letter"), which provides for the following compensation in
connection with Ms. Whitlow's service as Chief Operating Officer: (i) a base
annual salary of $540,000, (ii) eligibility to participate in the Company's
Management Incentive Plan with an annual target cash bonus amount equal to fifty
percent (50%) of her annual base salary, (iii) a one-time cash sign-on bonus of
$50,000, (iv) a sign-on grant of restricted stock units ("RSUs") representing
300% of Ms. Whitlow's annual base salary pending approval of the Company's Board
of Directors, vesting annually over three years, and (v) eligibility to receive
further annual awards under the Company's long-term incentive plans, anticipated
to be a mix of RSUs and performance share units similar to those provided to
other executives in 2024 representing 220% of Ms. Whitlow's annual base salary,
vesting over three years. In addition, the Offer Letter provides that the
Company anticipates entering into a Key Employee Retention and Restrictive
Covenant Agreement with Ms. Whitlow providing certain lump sum and benefit
continuation change in control and no cause separation benefits payable in the
event (i) of a change in control of the Company and within 12 months of such
event Ms. Whitlow's employment being involuntarily terminated or being voluntary
terminated by Ms. Whitlow for good reason, (ii) Ms. Whitlow's employment is
involuntarily terminated, or (iii) a voluntary termination of employment by
Ms. Whitlow for good reason. The lump sum benefits are anticipated to be in an
amount not less than 1.25 times Ms. Whitlow's base salary and target bonus for a
no cause or good reason termination and not less than 1.5 times Ms. Whitlow's
base salary and target bonus for a no cause or good reason termination within
one year of a change in control. In each instance, Ms. Whitlow is expected to be
entitled to either benefit continuation for a period equal to the amount of the
separation payment, i.e. 15 months or 18 months, or a cash payment equal to the
cost of such benefit continuation.
The foregoing description of the Offer Letter is not complete and is subject to,
and qualified in its entirety by reference to the text of the Offer Letter,
which is included as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibit
10.1 Employment Offer Letter, by and between MiMedx Group, Inc. and Ricci
S. Whitlow, dated December 27, 2022
99.1 Press Release issued by MiMedx Group, Inc. on January 3, 2023
entitled "MIMEDX Appoints Ricci S. Whitlow as Chief Operating Officer"
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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