Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On May 9, 2022, the Company filed the Original Form 8-K announcing under Item
5.02 thereof, among other things, that on May 5, 2022, the Company's Board of
Directors (the "Board") had appointed Roger Dansey, M.D. as the Company's
Interim Chief Executive Officer. As disclosed in the Original Form 8-K,
Dr. Dansey assumed the duties and responsibilities of the Company's principal
executive officer on an interim basis effective immediately on such date.
On May 25, 2022, in connection with Dr. Dansey's appointment as Interim Chief
Executive Officer, the Compensation Committee of the Board (the "Compensation
Committee") approved an interim base pay supplement for Dr. Dansey of $369,799
per year (the "Interim CEO Supplement"), which will be prorated based on the
amount of time spent in the Interim Chief Executive Officer role. The Interim
CEO Supplement is in addition to Dr. Dansey's base salary of $820,201 per year
("Base Salary") and is effective beginning as of May 16, 2022. This would result
in a total annualized base pay of $1,190,000 (the "Annualized Interim CEO Base
Salary"). The Compensation Committee also approved an adjustment to Dr. Dansey's
2022 target cash incentive award under the Company's executive bonus plan (the
"Bonus Plan"), so that it will consist of (a) an amount equal to 65% of his Base
Salary, prorated based on the amount of time spent as Chief Medical Officer, but
excluding the time spent as Interim Chief Executive Officer, during 2022 (the
"CMO Component") and (b) an amount equal to 110% of the Annualized Interim CEO
Base Salary, prorated based on the amount of time spent as Interim Chief
Executive Officer during 2022 (the "Interim CEO Component"). In determining
Dr. Dansey's actual cash incentive award under the Bonus Plan, the individual
performance percentage with respect to the CMO Component will be determined
based on his performance as Chief Medical Officer, and the individual
performance percentage with respect to the Interim CEO Component will be
determined based on his performance as Interim Chief Executive Officer. For more
information on the Bonus Plan, see "Compensation Discussion and
Analysis-Compensation-Setting Process-Cash Incentive Awards" in the Company's
definitive proxy statement filed with the U.S. Securities and Exchange
Commission on March 30, 2022.
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