Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 16, 2022, the Board of Directors (the "Board") of CorMedix Inc. (the
"Company" or "we") appointed Joseph Todisco as the Chief Executive Officer,
commencing on such date as mutually agreed by Mr. Todisco and the Board, but in
no event later than May 16, 2022. Mr. Todisco was appointed to serve as a member
of the Board on March 18, 2022. Dr. Matthew T. David will continue to serve as
Interim Chief Executive Officer and Chief Financial Officer until Mr. Todisco
commences employment, after which Dr. David will continue to serve as our Chief
Financial Officer.
Mr. Todisco, 46, currently serves as Executive Vice President and Chief
Commercial Officer at Amneal Pharmaceuticals, Inc., where he has held multiple
roles since 2011 in sales & marketing, international operations, corporate
development, and business development & licensing. Mr. Todisco was previously
co-founder and managing executive at Gemini Laboratories, and held management
roles at Ranbaxy Laboratories and Par Pharmaceuticals. Prior to working in the
pharmaceutical industry, Mr. Todisco served as an investment banker at
Oppenheimer & Company. Mr. Todisco holds a bachelor's degree in economics from
Georgetown University and an M.B.A. from Fordham Graduate School of Business.
There are no arrangements or understandings between Mr. Todisco and any other
person pursuant to which he was selected as an officer, and there are no family
relationships between Mr. Todisco and any of the Company's directors or
executive officers. Mr. Todisco has no direct or indirect material interest in
any existing or currently proposed transaction that would require disclosure
under item 404(a) of Regulation S-K.
On March 16, 2022, we entered into an employment agreement with Mr. Todisco (the
"Employment Agreement") with respect to his position as Chief Executive Officer.
The Employment Agreement has an initial three-year term. After the initial term,
the Employment Agreement will automatically renew for successive one-year
periods, unless either party notifies the other in writing at least 90 days
before the expiration of the then current term that the Employment Agreement
will not be renewed. During the term of the Employment Agreement, we agree to
use our best efforts to cause Mr. Todisco to continue to be elected as a member
of our Board and, unless there is a Corporate Transaction (as defined in the
Employment Agreement), to include him in the management slate for election as a
director at every stockholders meeting during the term at which his term as a
director would otherwise expire.
Pursuant to the Employment Agreement, Mr. Todisco will receive an annual salary
of $600,000, which may be adjusted from time to time. The base salary cannot be
decreased unless all officers and/or members of our executive management team
experience an equal or greater percentage reduction in base salary and/or total
compensation, provided that any reduction in Mr. Todisco's salary may be no
greater than 25%. Mr. Todisco will be eligible for an annual bonus, based on a
target of 65% of his base salary, as determined by our Board or the Compensation
Committee of the Board ("Compensation Committee"). In determining such bonus,
our Board or Compensation Committee will take into consideration the achievement
of specified company objectives and personal objectives. Mr. Todisco generally
must be employed through December 31 of a given year to earn that year's annual
bonus. Solely with respect to the 2022 fiscal year, Mr. Todisco will be paid an
annual bonus in an amount that is not less than $195,000 (equal to 50% of the
2022 target bonus amount).
Pursuant to the Employment Agreement, effective as of the date Mr. Todisco's
employment with the Company commences (the "Start Date"), we will grant to Mr.
Todisco a stock option to purchase 500,000 shares of our common stock, with an
exercise price equal to the closing price of our stock on the date of grant. The
option will vest over four years in four equal annual installments on the first
four anniversaries of the Start Date, provided that Mr. Todisco remains our
employee or consultant through the applicable vesting date. Mr. Todisco will
also be granted 207,469 restricted stock units ("Initial RSUs"), which will vest
as to 50% on the first anniversary of the Start Date, as to 30% on the second
anniversary of the Start Date, and as to 20% on the third anniversary of the
Start Date, provided that Mr. Todisco remains our employee or consultant through
the applicable vesting date.
Commencing in 2023, each year during the term, we will make an annual equity
grant to Mr. Todisco, which may include restricted stock, restricted stock units
or stock options, with time-based or performance-based vesting, in such amounts
and on such terms as the Board or Compensation Committee deems appropriate.
If we terminate Mr. Todisco's employment for Cause (as defined in the Employment
Agreement), he will be entitled to receive only the accrued compensation due to
him as of the date of such termination, rights to indemnification and directors'
and officers' liability insurance, and as otherwise required by law. All
outstanding equity awards and stock options then held by Mr. Todisco will be
forfeited in the event of termination for Cause.
If we terminate Mr. Todisco's employment other than for Cause, death or
disability, or if he resigns for Good Reason (as defined below), other than
within 24 months of a Corporate Transaction, Mr. Todisco will receive the
following benefits: (i) payment of any accrued compensation and any unpaid bonus
for the prior year, as well as rights to indemnification and directors' and
officers' liability insurance and any rights otherwise required by law; (ii)
payment of his base salary for a period of 12 months, in equal monthly
installments, following the termination date; (iii) payment of a prorated annual
bonus for the year of termination based on the actual achievement of the
specified bonus objectives ("Prorated Bonus"); (iv) if he timely elects
continued health insurance coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985 ("COBRA"), monthly payments of the premium to
continue such coverage for Mr. Todisco and his eligible dependents in an amount
equal to the portion paid by the Company during his employment until the end of
the severance period or until he becomes eligible for group health insurance
coverage under another employer's plan, whichever occurs first; (v) accelerated
vesting of the Initial RSUs; and (v) all other equity awards and stock options
that are scheduled to vest on or before the next succeeding anniversary of the
date of termination shall vest as of the termination date, provided that any
performance-based stock options whose vesting requirements have not been
successfully met as of the date of termination will not accelerate.
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If we terminate Mr. Todisco's employment other than for Cause or if he resigns
for Good Reason, within 24 months following a Corporate Transaction, Mr. Todisco
will receive the following benefits: (i) payment of any accrued compensation and
any unpaid bonus for the prior year, as well as rights to indemnification and
directors' and officers' liability insurance and any rights otherwise required
by law; (ii) payment of an amount equal to 150% of the sum of his base salary
and target bonus as in effect for the year of termination, which shall be paid
in equal monthly installments over 18 months following the termination date;
(iii) the Prorated Bonus; (iv) if he timely elects continued health insurance
coverage under COBRA, monthly payments of the premium to continue such coverage
for Mr. Todisco and his eligible dependents in an amount equal to the portion
paid by the Company during his employment until the end of the severance period
or until he becomes eligible for group health insurance coverage under another
employer's plan, whichever occurs first; and (v) accelerated vesting of all
unvested equity awards, with vested options remaining exercisable generally
until 12 months following the termination date.
The separation benefits set forth above are conditioned upon Mr. Todisco
executing and not revoking a general release of claims.
For purposes of the agreement, "Good Reason" is defined as: (i) any material
breach of the Employment Agreement by us; (ii) any material diminution by the
Company of Mr. Todisco's titles, duties, responsibilities, or authority, or the
assignment to him of titles, duties, responsibilities, or authority that are
inconsistent with his title and position as the Chief Executive Officer; (iii) a
material reduction in Mr. Todisco's annual base salary unless all officers
and/or members of our executive management team experience an equal or greater
percentage reduction in annual base salary and/or total compensation, provided
that any reduction in Mr. Todisco's salary may be no greater than 25%; (iv) a
material reduction in Mr. Todisco's target bonus level unless all officers
and/or members of our executive management team experience an equal or greater
percentage reduction related to target bonus levels, provided that Mr. Todisco's
target bonus level reduction may be no greater than 25%; (v) the relocation of
our headquarters and executive offices more than 25 miles from our current
headquarters area (excluding a relocation before a Corporate Transaction if the
new headquarters is not required to be Mr. Todisco's primary work location);
(vi) the failure to elect or re-elect Mr. Todisco as a member of the Board;
. . .
Item 8.01 Other Events
On March 17, 2022, the Company issued a press release announcing the appointment
of Joseph Todisco as Chief Executive Officer, as described above. A copy of the
press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Executive Employment Agreement, dated and effective March 16, 2022,
between CorMedix Inc. and Joseph Todisco
99.1 Press Release dated March 17, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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