Business Context and Reporting Period
This Form 8-K filing by Ra Medical Systems, Inc. (not Catheter Precision, Inc.) was filed on March 9, 2020, with the earliest event reported on March 9, 2020. The registrant is a Delaware corporation with principal executive offices in Carlsbad, California, and its common stock trades on the New York Stock Exchange under the symbol RMED. The filing primarily addresses the appointment of a new Chief Executive Officer and the adoption of a new equity incentive plan.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance and executive compensation arrangements.
Material Changes
- Executive Leadership: The Company announced the appointment of Jonathan Will McGuire as Chief Executive Officer, effective March 30, 2020. Andrew Jackson will continue to serve as Chief Financial Officer.
- Board Composition: Mr. McGuire was appointed as a Class I director, increasing the total number of directors to six. His term expires at the 2022 annual meeting of stockholders.
- Equity Plan Adoption: The Board adopted the 2020 Inducement Equity Incentive Plan without stockholder approval to attract new employees, reserving 800,000 shares of common stock for grants.
Guidance, Outlook, and Compensation Details
The filing details the compensation package for the new CEO, Jonathan Will McGuire, effective March 30, 2020:
- Base Salary: $500,000 annually.
- Bonus: Target annual bonus opportunity of up to 100% of base salary. For 2020, the bonus is prorated with a guaranteed minimum of 75% of the prorated amount.
- Signing Bonus: $100,000 payable in two installments (start date and one-year anniversary), subject to repayment if he voluntarily resigns before the two-year anniversary.
- Equity Awards:
- Option to purchase 450,000 shares of common stock, vesting ratably over four years.
- Award of 125,000 shares of restricted stock, vesting ratably over four years (expected commencement May 20, 2020).
- Severance and Change in Control:
- Standard Termination: 18 months of base salary, pro rata bonus, and 18 months of COBRA coverage if terminated without cause or for good reason outside the Change in Control Period.
- Change in Control Termination: 24 months of base salary, 150% of target bonus, 24 months of COBRA coverage, and 100% accelerated vesting of equity awards if terminated without cause or for good reason within the Change in Control Period.
The filing includes a "full payment or lesser amount" provision regarding Section 280G excise taxes but does not require tax gross-up payments.
Investor Verification Checklist
- Verify the effective date of Jonathan Will McGuire's appointment as CEO (March 30, 2020) and his transition from Second Sight Medical Products.
- Confirm the total equity grant size (575,000 shares total) and the specific vesting schedules for options and restricted stock.
- Review the full text of the offer letter and change in control agreement, which will be filed in the subsequent Form 10-Q for the quarter ended March 31, 2020.
- Check the impact of the new 2020 Inducement Equity Incentive Plan on the company's authorized share count and potential dilution.
- Confirm that no financial results or operational guidance were provided in this specific filing.