Business Context and Reporting Period
This Form 8-K filing by DarioHealth Corp. (Delaware) reports corporate governance changes effective August 30, 2018, and September 4, 2018. The report was filed on September 5, 2018.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive appointments and compensation arrangements.
Material Changes
- Appointment: Olivier Jarry was appointed President and Chief Commercial Officer on August 30, 2018.
- Resignation: Mr. Raphael resigned as President on September 4, 2018, but will continue to serve as Chief Executive Officer and a director.
Management Commentary and Compensation Details
Mr. Jarry brings extensive experience from Intrexon Corp., Bristol-Myers Squibb, Bayer HealthCare, and Novartis. His compensation package includes:
- Base Salary: $252,000 annually ($132,000 in cash; balance in common stock).
- Annual Incentive Bonus: Up to 35,000 shares of common stock.
- Over Performance Bonus: Up to 20,000 shares of common stock.
- Stock Options: Grant of options to purchase up to 120,000 shares at a future date and price determined by the Board.
- Restrictions: Subject to a one-year non-competition and non-solicitation provision.
Investor Verification Checklist
- Verify the exact vesting schedule and exercise price for the 120,000 stock options granted to Mr. Jarry.
- Confirm the specific performance milestones required to earn the 35,000 and 20,000 share bonuses.
- Review the impact of the stock-based compensation on future dilution.
- Assess the strategic rationale for separating the President and CEO roles.