Pavmed Inc. current report, 20 March 2017

Full document

Business Context and Reporting Period

This Form 8-K filing by Pavmed Inc. (Delaware) reports a material corporate event dated March 20, 2017. The filing details the appointment of a new Chief Financial Officer and the resignation of the previous CFO.

Key Financial Metrics

The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and employment terms.

Material Changes

  • Appointment: Dennis M. McGrath was appointed Executive Vice President and Chief Financial Officer effective March 20, 2017.
  • Resignation: Richard F. Fitzgerald resigned as Chief Financial Officer on March 20, 2017, to pursue new opportunities.

Compensation, Agreements, and Outlook

New CFO Compensation (Dennis M. McGrath)

  • Base Salary: $285,000 per year.
  • Performance Bonus: Target of 50% of base salary.
  • Equity Grant: Option to purchase 250,000 shares at $5.95 per share, vesting in 12 quarterly installments starting June 30, 2017.
  • Expenses: Reimbursement up to $2,250 per month for temporary housing and travel for 12 months.
  • Term: Two-year employment agreement.
  • Severance: Six months of base salary and pro-rata bonus if terminated without "cause" or resigned with "good reason."

Outgoing CFO Separation (Richard F. Fitzgerald)

  • Consulting Fee: $10,000 per month for a three-month advisory term.
  • Equity Adjustment: Existing option for 125,000 shares at $5.00 per share will continue to vest for three months post-resignation and remain exercisable for three years.
  • Benefits: Continued health insurance coverage at company expense until June 30, 2017.

Investor Verification Checklist

  • Verify the vesting schedule and exercise price of the 250,000 stock options granted to Mr. McGrath.
  • Confirm the total cash outflow for the three-month consulting arrangement with Mr. Fitzgerald ($30,000) plus health insurance costs.
  • Review the specific definitions of "cause" and "good reason" in the employment agreement to assess potential severance liabilities.
  • Check for any subsequent filings regarding the integration of Mr. McGrath's prior role at PhotoMedex, Inc.