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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On February 3, 2022, the Compensation Committee of NeuroOne Medical Technologies Corporation (the "Company") granted restricted stock unit ("RSU") awards to the Company's executive officers to address incentive and retention objectives.

The RSUs were granted on February 3, 2022 (the "Grant Date") pursuant to the terms and conditions of the Company's 2017 Equity Incentive Plan and a Restricted Stock Unit Grant Notice and related Restricted Stock Unit Agreement in a form substantially similar to a form previously filed by the Company. 50% of such RSUs will vest on the first anniversary of the Grant Date with the remaining RSUs vesting in equal monthly installments on the last day of each month over the next 24 months, subject to the recipient's continued service on such dates.

In approving the awards of RSUs to the Company's executive officers and the related vesting schedule, the Compensation Committee reviewed benchmarking data and considered that the outstanding options held by the executives have limited motivational and retention value due to being underwater (largely due to market volatility outside the control of the Company's management), and sought to ensure alignment with shareholders, while optimizing near-term retention during this challenging human capital environment.





The Company's named executive officers received the following RSUs as of the
Grant Date:



                                            Number of Shares       Grant Date Fair
Name and Principal Position             Underlying RSU Award (#)      Value ($)
Dave Rosa
Chief Executive Officer and President           250,000               $525,000
Ron McClurg
Chief Financial Officer                          15,000                $31,500
Steve Mertens
Chief Technology Officer                         41,750                $87,675

Also on February 3, 2022, taking into account compensation benchmarking information, the Compensation Committee determined to increase the annual base salaries of Messrs. Rosa and McClurg to $486,000 and $295,000, respectively, effective January 1, 2022.





                                       1

© Edgar Online, source Glimpses