Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer
On January 19, 2022, the Company announced that Brian D. Baker has rejoined
Dynatronics Corporation (the "Company") full-time as its Chief Operating Officer
("COO"), effective as of January 17, 2022. Mr. Baker first joined the Company as
President of Therapy Products in February 2018. He served as Chief Operating
Officer from May 2019 until his promotion to Chief Executive Officer in August
2019. Mr. Baker held that position until July 2020, when he resigned due to
health issues relating to the COVID-19 virus. Following his resignation as Chief
Executive Officer, Mr. Baker continued as a member of the Dynatronics Board of
Directors and a consultant to the Company.
The Company has not staffed the COO position since it was last held by Mr. Baker
in August 2019.
Prior to joining the Company, Mr. Baker was Vice President of Global Operations
of Seaspine Holdings Corporation from July 2015 to January 2018, where he also
worked as Vice President of Operations of the SeaSpine business within Integra
LifeSciences Corporation from March 2015 to July 2015. From November 2013 until
March 2015, he was an industry consultant advising on mergers and acquisitions
and providing business process optimization services. He holds a B.A. degree in
business from the University of Phoenix. He is 55 years old.
No family relationships exist between Mr. Baker and any of the Company's
directors or other executive officers. There are no arrangements between Mr.
Baker and any other person pursuant to which Mr. Baker was selected as an
officer or director, nor are there any transactions to which the Company is or
was a participant and in which Mr. Baker has a material interest subject to
disclosure under Item 404(a) of Regulation S-K.
In connection with his appointment as COO, the Company entered into a letter
agreement with Mr. Baker (the "Employment Letter") effective January 17, 2022,
which provides for at-will employment on the following basis: (i) an annual base
salary of $250,000; (ii) a target annual cash bonus of $43,500 (subject to
Company results of operations and successful completion of goals, as assessed by
the Compensation Committee of the Board); (iii) eligibility for annual grants of
restricted stock units up to a targeted value of $43,500, at the discretion of
the Compensation Committee. Fifty percent of the RSU's will vest on the date of
grant, and fifty percent will vest on the first anniversary of the date of
grant.
Mr. Baker is also subject to non-competition and confidentiality agreements with
post-termination restrictive covenants. The Company has also entered into an
indemnification agreement with Mr. Baker on the same terms as it has with its
other directors and executive officers.
This summary description is qualified in its entirety by reference to the
Employment Letter and its ancillary agreements between the Company and Mr.
Baker, filed as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K
and incorporated herein by reference.
Resignation of Mr. Baker as Director
Concurrent with his appointment as Chief Operating Officer, Mr. Baker has
stepped down from his role as a member of the Board of Directors of the Company,
also effective January 17, 2022. With his resignation, the number of directors
on the Company's board has been reduced from seven to six. Mr. Baker's departure
from the Board is not the result of any disagreement with the Company on any
matter relating to the Company's operations, policies or practices.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
Press Release dated January 19, 2022 Announcing Appointment of Chief
99.1 Operating Officer
Employment Offer Letter with Brian D. Baker, effective January 17,
10.1 2022
10.2 Agreement Regarding Confidential Information, Ownership of
Inventions, Non-Competition, Customer Non-Solicitation, and Employee
Non-Solicitation Covenants and Acknowledgment of At-Will Employment
with Brian D. Baker, dated effective January 17, 2022
Indemnification Agreement with Brian D. Baker, dated January 17,
10.3 2022
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DYNATRONICS CORPORATION 
