SEC Filing Summary: MRI Interventions, Inc. (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by MRI Interventions, Inc. on June 19, 2012. The filing discloses the execution of new employment agreements with four key executive officers. Note: The request metadata lists "Clearpoint Neuro, Inc.," but the filing text explicitly identifies the registrant as "MRI Interventions, Inc."
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation terms.
Material Changes
The primary material change is the formalization of employment terms for the following executives, effective June 19, 2012:
- Kimble L. Jenkins (President and CEO)
- Peter G. Piferi (COO)
- David W. Carlson (CFO)
- Oscar L. Thomas (VP, Business Affairs)
Guidance, Outlook, and Compensation Terms
The filing details significant compensatory arrangements, including base salaries, termination benefits, and change-of-control provisions.
Base Salaries
| Executive | Base Salary |
|---|---|
| Kimble L. Jenkins | $325,000 |
| Peter G. Piferi | $250,000 |
| David W. Carlson | $225,000 |
| Oscar L. Thomas | $225,000 |
Termination and Change of Control
Executives are eligible for cash bonuses and equity compensation at the discretion of the Compensation Committee. Upon termination without cause or resignation for good reason, executives receive one year of base salary, average bonus, and full vesting of unvested equity.
In the event of a Change of Control (COC) involving a sale transaction, executives receive a specific bonus and accelerated vesting. If termination occurs within 12 months of a COC, payments are calculated using a "COC Multiplier" based on the sale transaction value:
- Sale Value < $30M: 0.0 Multiplier
- $30M - $49.9M: 0.5 Multiplier
- $50M - $69.9M: 0.75 Multiplier
- $70M - $89.9M: 1.0 Multiplier
- $90M - $109.9M: 1.25 Multiplier
- $110M+: 1.5 Multiplier
Executives are also subject to non-compete (1 year post-employment) and non-solicitation (2 years post-employment) covenants.
Investor Verification Checklist
- Verify the correct registrant name (MRI Interventions, Inc.) versus the metadata provided.
- Review the full text of Exhibits 10.1 through 10.4 for specific definitions of "Cause," "Good Reason," and "Change of Control."
- Assess the potential cash outflow impact of the COC Multiplier structure relative to the company's current liquidity position (not provided in this filing).
- Confirm the status of existing equity grants to understand the full value of the accelerated vesting provisions.