Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Election of Jeff Dyer as Director
On January 25, 2023, the Board of Directors (the "Board") of PolarityTE, Inc.
(the "Company"), elected Jeff Dyer, PhD, to serve as a member of the Board of
Directors beginning January 26, 2023, for a term expiring at the Company's 2025
annual meeting of stockholders. Dr. Dyer was also appointed to serve on the
Company's Audit Committee, Nominating and Governance Committee, and Compensation
Committee for which he will also serve as chairperson.
Dr. Dyer served on the Company's Board from March 2, 2017, to September 2, 2022.
Dr. Dyer has served as the Horace Beesley Professor of Strategy at Brigham Young
University since September 1999. From August 1993 until September 1999, he
served as an Assistant Professor at Wharton School, University of Pennsylvania,
and from July 1984 until September 1988 he served as Management Consultant and
Manager of Bain & Company. Dr. Dyer received his Bachelor of Science degree in
psychology and MBA from Brigham Young University and his PhD in management from
University of California, Los Angeles.
In consideration for Dr. Dyer's agreement to join the Board the Company agreed
to pay him a one-time cash fee of $10,000. In accordance with the Company's
annual compensation program for non-employee directors that began October 1,
2022, Dr. Dyer is entitled to receive a $50,000 annual retainer prorated for the
period of actual service that began January 26, 2023, or a total of $33,972.60,
which is paid in the form of restricted stock units issued under the Company's
equity incentive plans that will vest in arrears at the rate of 26.2% on March
31, 2023, 36.9% on June 30, 2023, and 36.9% on September 30, 2023. Dr. Dyer will
be entitled be entitled to additional compensation for his service on Board
committees. As chair of the Compensation Committee he is paid an annual cash fee
of $7,500, payable quarterly in arrears and prorated for actual periods of
service less than a full quarter. As a member of the Audit Committee Dr. Dyer is
paid an annual cash fee of $4,500 and as a member of the Nominating and
Governance Committee he is paid an annual cash fee of $2,500, in each case
payable quarterly in arrears and prorated for periods of service less than a
full quarter.
The Company is also offering to enter into its standard form of indemnification
agreement with Dr. Dyer. Under the indemnification agreement, the Company
agrees, among other things, to indemnify directors and certain officers under
the circumstances and to the extent provided for therein, to the maximum extent
permitted by Delaware law, including indemnification of expenses such as
attorneys' fees, judgments, penalties, fines, and settlement amounts incurred by
the director or officer in any claim arising out of the person's service to the
Company or its subsidiaries. The form of indemnification agreement was
previously filed as Exhibit 10.1 to the Company's current report on Form 8-K
filed with the Securities and Exchange Commission on March 25, 2020, and is
incorporated herein by reference.
There are no arrangements or understandings between Dr. Dyer and any other
person pursuant to which he was elected as a director of the Company. There are
no family relationships between Dr. Dyer and any director, executive officer, or
any person nominated or chosen by the Company to become a director or executive
officer. There are no related person transactions (within the meaning of Item
404(a) of Regulation S-K promulgated by the Securities and Exchange Commission)
between Dr. Dyer and the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Form of Indemnification Agreement (incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K filed on March 25,
2020)
104 Cover Page Interactive Data File, formatted in Inline XBRL© Edgar Online, source Glimpses
REGENETP, INC. 
