Business Context and Reporting Period
This Form 8-K Current Report was filed by Matinas Biopharma Holdings, Inc. (NYSE American: MTNB) on December 6, 2021. The report discloses the appointment of a new senior executive officer and the terms of his employment agreement.
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 executive compensation and corporate governance.
Material Changes
The primary material change reported is the appointment of Thomas Hoover as Chief Business Officer, effective December 6, 2021. Mr. Hoover joins the company from Millendo Therapeutics, Inc., where he served as Chief Business Officer/Chief Development Officer from 2016 to 2021.
Management Commentary and Compensation Details
The Company entered into an employment agreement with Mr. Hoover containing the following terms:
- Base Salary: $412,000 annually.
- Annual Bonus: Eligible for a target bonus of up to 40% of base salary, contingent on individual and corporate performance targets.
- Equity Grant: Options to purchase 850,000 shares of common stock under the 2013 Equity Incentive Plan.
- Severance: In the event of termination "without cause" or resignation for "good reason," Mr. Hoover is entitled to 12 months of base salary continuation and 12 months of COBRA benefits.
- Change of Control: If termination occurs within 12 months of a change of control, 100% of outstanding equity awards vest immediately, and he receives a payment equal to his target annual bonus.
The filing notes that the full Employment Agreement will be filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
Investor Verification Checklist
- Verify the full text of the Employment Agreement in the upcoming Form 10-K filing to review specific performance targets and definitions of "good reason" and "without cause."
- Confirm the vesting schedule for the 850,000 stock options granted to Mr. Hoover.
- Review the Company's 2013 Equity Incentive Plan to ensure sufficient shares remain available for this grant.
- Monitor future press releases for updates on Mr. Hoover's strategic initiatives as Chief Business Officer.