Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 28, 2021, Quanterix Corporation (the "Company"), issued a press release
announcing the appointment of Michael Doyle as the Company's Chief Financial
Officer and Treasurer, effective July 12, 2021. Mr. Doyle will replace Shawn
Stetson, who has served as the Company's Interim Chief Financial Officer and
Treasurer since May 11, 2021. Mr. Stetson will resume his role as the Company's
Senior Director, Corporate Controller. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
Mr. Doyle, age 65, joins the Company following his service as Chief Financial
Officer of Forrester Research, a global independent research and advisory firm,
from September 2007 to April 2021. Prior to joining Forrester Research,
Mr. Doyle was Chief Financial Officer of Easylink Services Corporation, a
publicly traded telecommunications messaging provider, since 2004.
In connection with his employment, Mr. Doyle and the Company have entered into
an employment agreement (the "Employment Agreement") as of June 22, 2021. Under
the Employment Agreement, Mr. Doyle's at-will employment with the Company will
commence on or about July 12, 2021. His initial annualized base salary will be
$415,000, and he will be eligible to receive an annual performance bonus with an
annual bonus target of up to $210,000. Mr. Doyle's bonus for 2021 will be
determined based his actual base salary earned during the year. Mr. Doyle will
also receive a sign-on equity award consisting of 5,530 restricted stock units
and 12,904 non-qualified stock options (collectively, the "Sign-On Equity
Award"). The Sign-On Equity Award will vest over four years, with one-fourth
vesting on the first anniversary of Mr. Doyle's actual start date and the
remainder vesting ratably on a monthly basis over the next three years. The
non-qualified stock options will have an exercise price equal to the closing
price of the Company's common stock on Mr. Doyle's actual start date. Mr. Doyle
will also be eligible to receive an annual equity grant as part of the Company's
next long-term equity award cycle, which is expected to commence in the first
quarter of 2022. The Company will target grant date fair value of the annual
equity awards of up to $900,000.
If Mr. Doyle's employment is terminated by the Company without cause or he
resigns for good reason (each as defined in the Employment Agreement), he will
receive continued payment of his base salary for twelve months (the "Severance
Period"), payment of an amount equal to his annual target bonus for the year of
termination, acceleration of any of the unvested portion of the Sign-On Equity
Award that would have vested during the Severance Period had he remained
employed during such time, and health benefits continuation during the Severance
Period. If Mr. Doyle's employment is terminated by the Company without cause or
he resigns for good reason in connection with a change-in-control, all of his
outstanding but unvested equity awards will become fully vested. Receipt of the
foregoing termination benefits will be subject to Mr. Doyle's execution of a
separation agreement, including certain restrictive covenants and a general
release of all claims, in a form acceptable to the Company.
The foregoing description of the principal terms of the Employment Agreement is
qualified in its entirety by reference to the Employment Agreement, a copy of
which is attached as Exhibit 10.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
10.1 Employment Agreement between Michael Doyle and the Company dated
June 22, 2021.
99.1 Press Release dated June 28, 2021.
104 Cover Page Interactive Data File (embedded within the inline XBRL
document)
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