Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 6, 2022, the Board of Directors of Quanterix Corporation (the
"Company") appointed Daniel Pikora as the Company's Chief Operating Officer. Mr.
Pikora, age 47, joined the Company in May 2022 as Executive Vice President,
Research Business. Prior to joining Quanterix, Mr. Pikora served as President of
Herley Industries Inc., part of Ultra Electronics Holdings PLC, from October
2017 to May 2022. Prior to that he served as Senior Product Line Manager at
Raytheon from 2016 to 2017, and Senior Program Manager at BAE Systems Inc. from
2012 to 2016.
Under the terms of the employment agreement dated March 28, 2022, between Mr.
Pikora and the Company (the "Employment Agreement"), he receives an annual base
salary of $415,000. Mr. Pikora will be eligible to receive an annual performance
bonus beginning with the Company's 2022 performance year with a bonus target of
up to $249,000. He also received an initial equity award consisting of 51,300
restricted stock units (the "Initial Equity Award"). The Initial Equity Award
vests over three years, with 33% vesting on each of May 2, 2023 and May 2, 2024
and 34% vesting on May 2, 2025. Mr. Pikora also received a sign-on cash payment
of $500,000, 50% of which must be repaid if he voluntarily terminates his
employment before May 2, 2023. He is also eligible to receive an annual equity
grant as part of the Company's next long-term equity award cycle, with a target
grant date fair value of up to $650,000.
If Mr. Pikora's employment is terminated by the Company without cause or he
resigns for good reason, he will receive continued payment of his base salary
for six months (the "Severance Period"), payment of a pro-rated amount of his
annual target bonus for the year of termination, acceleration of the unvested
portion of the Initial Equity Award that would have vested on May 2, 2023, and
health benefits continuation during the Severance Period. If his employment is
terminated by the Company without cause or he resigns for good reason within 90
days prior to or twelve months following a change-in-control, all of his
unvested Initial Equity Award will become fully vested. Receipt of the foregoing
termination benefits will be subject to Mr. Pikora'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, dated March 28, 2022, by and between the
Company and Dan Pikora
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