Business Context and Reporting Period
This Form 8-K Current Report was filed by Matinas Biopharma Holdings, Inc. on September 5, 2018. The report details significant corporate governance changes, specifically the appointment of a new director and the announced retirement of the acting Chief Financial Officer.
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 personnel changes and associated compensation arrangements.
Material Changes
- Board Expansion: The Board of Directors increased its size to seven members.
- New Appointment: Patrick G. LePore was appointed as a new Director, Vice Chairman of the Board, and member of the Compensation and Nominating and Corporate Governance Committees, effective September 5, 2018.
- Executive Departure: Gary Gaglione, Acting Chief Financial Officer, notified the Board of his planned retirement effective September 30, 2018.
Compensation and Governance Details
Mr. LePore will participate in the standard non-employee director compensation policy, which includes:
- Annual base fee of $50,000.
- Additional annual fee of $20,000 for the Vice Chairman role.
- Initial option grant to purchase 150,000 shares vesting over three years.
- Annual option grants valued at $80,000 (Black Scholes method) vesting in twelve monthly installments.
Mr. Gaglione will receive an extension of the exercise period for his vested stock options for two years following his termination date.
Investor Verification Checklist
- Verify the effective date of Gary Gaglione's retirement (September 30, 2018) and the interim CFO arrangement.
- Confirm the vesting schedule and terms of the 150,000 share option grant issued to Patrick G. LePore.
- Review the Company's subsequent filings to identify the permanent replacement for the CFO role.
- Check the Company's latest 10-Q or 10-K for financial metrics, as this 8-K contains no financial performance data.