Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Chief Financial Officer
On May 26, 2022, iRadimed Corporation (the "Company") issued a press release
announcing the appointment of John (Jack) Glenn as Chief Financial Officer of
the Company, effective on or before June 20, 2022. Mr. Glenn will assume
responsibility for all areas of accounting and finance, including business
planning and modeling, organizational resource planning, investor and analyst
relations, and required reporting and related filings with the Securities and
Exchange Commission.
Mr. Glenn, 60, is a Financial Executive with over 30 years of experience
directing corporate finance activities of public and private companies with an
established record in significantly growing enterprise value. Mr. Glenn comes to
the Company from Esko Bionics Holdings, Inc., a developer of exoskeleton
solutions that amplify human potential by supporting or enhancing strength,
endurance, and mobility across medical and industrial applications, where he
served as Chief Financial Officer from 2018 to 2022. Before Esko Bionics, Mr.
Glenn served as Chief Financial Officer for Sonendo, Inc., a privately-held,
venture-backed company from 2016 to 2017. His prior experience also includes
serving as Chief Financial Officer at several other companies, including
Armetheon Corporation, a privately-held biopharmaceutical company from 2015 to
2016; Solta Medical, where he assisted in the company's strategic acquisition by
Valeant Pharmaceutical; Cholestech, which was acquired by Alere Medical; and
Invivo Corporation, which was sold to Intermagnetics General Corporation. Mr.
Glenn received his MBA in Finance from Santa Clara University and his B.S. in
Business Administration from the University of Nevada.
There are no arrangements or understandings between Mr. Glenn and any other
persons pursuant to which he was selected as an officer of the Company. Mr.
Glenn is the brother-in-law of James Hawkins, a member of our Board of
Directors. Otherwise, there are no family relationships between Mr. Glenn and
any director or executive officer of the Company. Mr. Glenn has no direct or
indirect material interest in any related party transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
The Company has entered into an employment agreement with Mr. Glenn, dated as of
May 21, 2022, in connection with Mr. Glenn's appointment as Chief Financial
Officer (the "Employment Agreement"). Pursuant to his employment agreement, Mr.
Glenn's salary will be $340,000 per year and he is eligible for an annual bonus
of 50% of his salary, which amount may be adjusted based on the overall
profitability of the Company and his individual performance. Upon his hire date,
Mr. Glenn will receive a grant of restricted stock units totaling $750,000 in
value using the Company's closing stock price on the day preceding his hire
date. Mr. Glenn's restricted stock units will be in accordance with the terms of
the Company's 2014 Equity Incentive Plan and will vest in four equal annual
installments. Upon vesting, Mr. Glenn will receive a number of shares of common
stock equal to the number of restricted stock units that have vested. The
employment agreement continues until terminated by us or by Mr. Glenn in
accordance with the terms of the agreement. If Mr. Glenn is terminated by us
without cause or he terminates his employment with us for good reason, each as
defined under the agreement, we must pay him an amount equal to twelve (12)
months base salary. In the event that we are involved in a change of control
transaction, which generally means the transfer of ownership of more than 50% of
our shares, and Mr. Glenn terminates his employment with us for good reason, we
must pay him an amount equal to eighteen (18) months of his then-current annual
salary. The agreement also contains non-solicitation, non-compete and
confidentiality provisions.
This summary description is qualified in its entirety by reference to the
employment agreement between the Company and Mr. Glenn, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The full text of the press release announcing Mr. Glenn's appointment is
included in Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Employment Agreement, dated as of May 21, 2022 by and between Iradimed
Corporation and John (Jack) Glenn.
99.1 Press release dated May 26, 2022.
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained
in Exhibit 101)
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