Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) Compensatory Arrangements of Certain Officers.





Executive Bonus Plan 2022

On July 5, 2022, the Board of Directors (the "Board") of Oragenics approved the 2022 bonus program objectives for Ms. Kimberly Murphy, Mr. Michael Sullivan, and Dr. Martin Handfield as recommended by the Compensation Committee. The percentages are weighted for purposes of determining bonuses, if any, for the Company's executive officers with respect to 2022 performance (the "2022 Bonus Program"). Under such cash bonus program, Ms. Murphy, Mr. Sullivan, and Dr. Handfield are eligible for cash bonuses of up to 50%, 35% and 25% of their respective base salaries or $215,000, $87,500, and $55,800 respectively, (each a "Bonus Target") with Ms. Murphy's cash bonus being pro-rated for the portion of the year in which she is employed as provided in her Executive Employment Agreement.

The bonuses payable to Ms. Murphy are to be based upon the achievement of the following objectives:

(i) Up to 50% of the Bonus Target for the vaccine development program's Phase I clinical trial;

(ii) Up to 20% of the Bonus Target for the Company's raising of additional capital;

(iii) Up to 7.5% of the Bonus Target for lantibiotic research and development planning;

(iv) Up to 7.5% of the Bonus Target for the Company's share performance;

(v) Up to 7.5% of the Bonus Target for strategic planning initiatives; and

(vi) Up to 7.5% of the Bonus Target related to ensuring legal and regulatory compliance across the business.

The bonuses payable to Mr. Sullivan are to be based upon the achievement of the following objectives:

(i) Up to 40% of the Bonus Target for financial performance objectives including the Company's raising of additional capital, budgeting and financial planning;

(ii) Up to 20% of the Bonus Target for strategic planning initiatives;

(iii) Up to 20% of the Bonus Target for the Company's share performance; and

(iv) Up to 20% of the Bonus Target for external corporate communications, physical location management, and personnel development.

The bonuses payable to Dr. Handfield are to be based upon the achievement of the following objectives:

(i) Up to 50% of the Bonus Target for lantibiotic research and development and regulatory filings;

(ii) Up to 20% of the Bonus Target for the vaccine development program, including pending toxicology study;

(iii) Up to 15% of the Bonus Target for strategic initiatives regarding the Company's antivirals program research and development; and

(iv) Up to 15% of the Bonus Target for administrative, management, and regulatory compliance matters.

The executive officers' actual bonuses for fiscal year 2022 may exceed 100% of their 2022 Bonus Target percentage in the event performance exceeds the predetermined goals and/or upon the achievement of other specified goals, including stretch goals.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.                               Description

    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

© Edgar Online, source Glimpses