Business Context and Reporting Period
This is an Amendment No. 2 to a Form 8-K filed by MiMedx Group, Inc. on June 20, 2018, regarding events occurring on June 6, 2018. The filing corrects the description of non-change-in-control severance and a typographical error in a previous report concerning the appointment of an Interim Chief Financial Officer.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation and severance arrangements.
- Interim CFO Base Salary: $550,000 annually.
- Target Annual Performance Bonus: 60% of base salary.
- Signing Bonus: $150,000 (payable on the 90th day of employment).
- Long-Term Equity Incentive Target: 200% of base salary.
Material Changes and Executive Compensation
Michael J. Senken departed as Chief Financial Officer effective June 6, 2018, remaining in a transitional role until June 30, 2018. Edward J. Borkowski was appointed Interim CFO effective June 6, 2018. The filing details significant compensation and severance commitments:
- First Equity Grant: 100,000 shares of restricted stock (contingent on SEC filing status), vesting pro rata over three years from April 25, 2018. Includes a $750,000 cash payment if terminated for a qualifying reason before the first tranche vests.
- Second Equity Grant: Restricted stock valued at $750,000 (based on April 19, 2018 stock price), expected to vest pro rata over three years. Includes a $750,000 cash payment if the grant is not made due to qualifying termination or change in control.
- Change in Control Severance: 1.75 times base salary plus target bonus, plus benefit continuation.
- Non-Change in Control Severance: 1.0 times annual base salary plus target bonus, plus benefit continuation, if terminated for qualifying reasons.
Guidance, Risks, and Contingencies
The filing does not contain financial guidance or outlook. Key contingencies include:
- Equity Registration: The first equity grant is contingent on the Company becoming current in its SEC filings and registering shares on Form S-8.
- Board Approval: The second equity grant is subject to recommendation by the Board of Directors at the next annual meeting of shareholders.
- Restrictive Covenants: Mr. Borkowski has entered into confidentiality, non-solicitation, non-competition, and invention assignment agreements.
Investor Verification Checklist
- Verify the Company's current status regarding SEC filings to determine eligibility for the First Grant of 100,000 restricted shares.
- Confirm the date of the next annual meeting of shareholders to assess the timeline for the Second Grant.
- Review the specific definitions of "qualifying reason" for termination in the attached severance agreements (Exhibits 10.1 and related).
- Monitor the transitional role of the former CFO, Michael J. Senken, through June 30, 2018.