Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Fiscal Year 2022 Annual Cash Incentive Plan
On July 26, 2021, the Compensation Committee (the "Committee") of the Board of
Directors of Misonix, Inc. (the "Company"), approved the terms and conditions of
the Company's fiscal year 2022 annual cash incentive plan (the "2022 Plan") for
certain officers of the Company, including certain of the Company's named
executive officers. The terms of the 2022 Plan are similar to those of the
Company's fiscal year 2021 annual cash incentive plan. The 2022 Plan was
designed to align the interests of plan participants with the Company's business
goals and strategies, and to further the objectives of the Company's executive
compensation program.
Awards to Stavros G. Vizirgianakis or Joseph P. Dwyer (collectively,
"Participating NEOs"), named executive officers of the Company, under the 2022
Plan will be based on the Company achieving targets for Fiscal 2022 revenue and
adjusted earnings before interest, taxes, depreciation and amortization
("EBITDA") levels as well as individual performance goals. The target cash
incentive award opportunity available to Participating NEOs under the 2022 Plan
is calculated as a percentage of Participating NEOs' base salary, all in
accordance with the terms of each such officer's existing employment agreement.
The full target cash incentive award opportunity at the 100% achievement level
will be awarded upon the occurrence of a change of control of the Company. In
addition, any payouts under the 2022 Plan to Participating NEOs will be required
to be returned to the Company upon any violation of non-competition covenants in
their respective existing employment agreements.
Under the 2022 Plan, target award opportunities for Participating NEOs are as
follows: Stavros G. Vizirgianakis ($324,750) and Joseph P. Dwyer ($148,500).
Performance is measured at the end of the fiscal year 2022. Actual revenue and
EBITDA annual performance will be compared to the threshold, target and maximum
performance goals.
Allan Staley Severance Agreement
On August 2, 2021 the Company delivered a notice of nonrenewal and letter
agreement (the "Employment Letter") to Allan Staley, the President and a named
executive officer of the Company. As a result of the Employment Letter and
pursuant to the terms of his Amended and Restated Employment Agreement, dated
May 2, 2019, between Mr. Staley and New Misonix, Inc., the Employment Agreement
will end on September 27, 2021 and will not be renewed. Also pursuant to the
Employment Letter, Mr. Staley will continue at the Company as Vice President of
Reimbursement and Market Access at his current base salary of $295,000.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Notice of Nonrenewal and Letter Agreement, dated August 2, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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