Business Context and Reporting Period
This Form 8-K Current Report was filed by Simulations Plus, Inc. (SLP) on December 8, 2025, reporting events occurring on December 2, 2025. The filing details the entry into material definitive agreements regarding the employment of seven executive officers, including amendments to existing contracts and the execution of initial agreements for new roles.
Key Financial Metrics and Compensation Terms
The filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. Instead, it outlines the following compensation structures for the executive team effective December 2, 2025:
| Executive Officer | Role | Annual Base Salary | Target Cash Bonus | Target Stock Options |
|---|---|---|---|---|
| Shawn O'Connor | CEO | $547,700 | 75% of base | 50,000 |
| Will Frederick | EVP & CFO | $359,100 | 35% of base | 20,000 |
| John DiBella | CRO | $359,100 | 25% of base | 15,000 |
| Jill Fiedler-Kelly | President, Service Solutions | $334,700 | 25% of base | 15,000 |
| Erik Guffrey | Co-Chief Product & Technology Officer | $300,600 | 25% of base | 15,000 |
| Viera Lukacova | Chief Scientific Officer | $318,700 | 25% of base | 15,000 |
| Josh Fohey | COO | $283,100 | 25% of base | 15,000 |
All executives are eligible for a one-time severance payment equal to twelve months of base salary and twelve months of COBRA benefits if terminated without Cause, subject to signing a release of claims.
Material Changes Versus Prior Period
The filing represents a material change in the Company's executive compensation framework. Four executives (O'Connor, Frederick, DiBella, and Fiedler-Kelly) entered into amended and restated agreements replacing contracts dated September 1, 2023, or November 1, 2023. Three executives (Guffrey, Fohey, and Lukacova) entered into initial employment agreements. The filing does not provide specific comparative financial data against prior periods.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. The primary risks and contingencies identified relate to the terms of the employment agreements:
- Discretionary Compensation: Actual cash bonuses and stock option grants may be less than or exceed target amounts at the sole discretion of the Board.
- Severance Liability: The Company has committed to potential severance liabilities of one year's base salary plus benefits for each executive in the event of termination without Cause.
- Performance Metrics: Bonus eligibility is tied to specific performance metrics mutually determined annually, which are not detailed in this filing.
Key Facts for Investor Verification
- Verify the total annual fixed compensation cost increase resulting from these new agreements compared to the prior fiscal year.
- Confirm the number of shares available under the 2021 Equity Incentive Plan to ensure sufficient capacity for the targeted 147,500 new stock options.
- Review the specific performance metrics defined for the CEO's 75% target bonus, as this represents a significant variable cost.
- Assess the impact of the new COO and Co-Chief Product & Technology Officer roles on the Company's operational strategy.