Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

In order to better align CEO compensation with the interests of stockholders, the Compensation Committee of the Board of Directors of Vapotherm, Inc. (the "Company") has elected to award 100% of the CEO's 2022 annual equity grant in the form of three-year performance stock units ("PSUs"). Accordingly, on January 1, 2022, 159,343 PSUs were granted to Joseph Army, the Company's President and Chief Executive Officer, pursuant to the Vapotherm, Inc. Amended and Restated 2018 Equity Incentive Plan (the "Equity Plan"), subject to adjustment as provided in the Equity Plan and PSU award agreement. As noted above, this PSU award represents 100% of Mr. Army's long-term incentive opportunity for 2022 and is in lieu of any annual grant of time-based stock options or restricted stock units for 2022.

The form of award agreement for the PSU award provides, among other things, that (i) each PSU that vests represents the right to receive one share of the Company's common stock, subject to adjustment as provided in the Equity Plan; (ii) the PSUs will vest based on, and subject to, achievement by the Company of certain revenue targets for the year ending December 31, 2024 (subject to adjustment as provided in the PSU award agreement and Equity Plan); (iii) threshold, target, stretch and maximum payout opportunities established for the PSU award will be used to calculate the number of shares that will be issuable when the award vests, which may range from 0% to 200% of the target amount; and (iv) the PSU award may vest immediately following a termination of service by reason of death or disability (as described in greater detail in the form of PSU award agreement). The revenue required for vesting of the PSU award at target (i.e. 159,343 shares vest) is net revenue of $147 million in calendar 2024.

The foregoing description of the form of PSU award agreement does not purport to be complete and is qualified in its entirety by reference to form of PSU award agreement itself, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number                                    Description

10.1           Form of Performance Stock Unit Agreement for Executive Officers
             pursuant to the Vapotherm, Inc. Amended and Restated 2018 Equity
             Incentive Plan (filed herewith)

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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