Business Context and Reporting Period
This Form 8-K Current Report was filed by Matinas Biopharma Holdings, Inc. on April 18, 2017. The filing reports the appointment of a new senior executive and the execution of a corresponding employment agreement.
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 corporate governance.
Material Changes
The primary material change reported is the appointment of Dominick M. DiPaolo as Senior Vice President of Quality and Regulatory Compliance, effective April 18, 2017. Mr. DiPaolo joins the company from Cyalume Technologies Holdings, Inc., bringing prior experience from Tris Pharma, G&W Laboratories, and major pharmaceutical firms including Pfizer, Novartis, and Johnson & Johnson.
Management Commentary and Compensation Details
The Company entered into an employment agreement with Mr. DiPaolo containing the following terms:
- Base Salary: $250,000 annually.
- Annual Bonus: Target amount of up to 30% of base salary, contingent on individual and corporate performance targets.
- Equity Grant: Options to purchase 350,000 shares of common stock under the 2013 Equity Incentive Plan.
- Severance: In the event of termination "without cause," Mr. DiPaolo is entitled to eight months of base salary continuation, subject to the execution of a release agreement and non-breach of covenants.
The filing includes a Regulation FD disclosure referencing a press release regarding this appointment.
Investor Verification Checklist
- Verify the vesting schedule and exercise price for the 350,000 stock options granted to Mr. DiPaolo.
- Review the specific performance targets defined for the annual bonus in the attached Employment Agreement (Exhibit 10.1).
- Confirm the impact of this new executive hire on the Company's overall cash burn rate and operating expenses.
- Check for any subsequent filings regarding the status of the 2013 Equity Incentive Plan to ensure sufficient shares remain available for the grant.