Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 28, 2020, Neal Armstrong notified Vapotherm, Inc. (the "Company") of
his respective decision to resign from the Board of Directors of the Company
(the "Board") and as a member and the chair of the Audit Committee of the
Company (the "Audit Committee") effective January 29, 2020. Mr. Armstrong's
resignation from the Board is not due to any disagreements with the Company on
any matter relating to the Company's operations, policies or practices.
On January 29, 2020, the Board unanimously voted to appoint Lance Berry to the
Board and as a member and the chair of the Audit Committee, each effective upon
Mr. Armstrong's resignation on January 29, 2020. Mr. Berry's appointment fills
the vacancy on the Board resulting from the resignation of Mr. Armstrong. The
Board designated Mr. Berry as a Class II member to serve until the 2020 annual
meeting of the Company's stockholders, or until his successor has been duly
elected and qualified, or until his earlier death, resignation or removal.
There were no arrangements or understandings between Mr. Berry and any other
persons pursuant to which he was selected as a director, and there are no
related person transactions within the meaning of Item 404(a) of Regulation S-K
promulgated by the U.S. Securities and Exchange Commission (the "SEC") between
Mr. Berry and the Company required to be disclosed herein.
Pursuant to the Company's Non-Employee Director Compensation Policy (the
"Policy"), Mr. Berry will receive annual cash retainer compensation in the
amount $40,000 for his Board service, and $20,000 for his service as chair of
the Audit Committee. All amounts will be paid in arrears on a quarterly basis,
and, subject to approval by the Compensation Committee, Mr. Berry may elect to
receive fully-vested shares of the Company's common stock in lieu of his annual
cash retainer for his Board Service and annual cash retainer for his Audit
Committee service. The Company will also reimburse Mr. Berry for his travel
expenses incurred in connection with attendance at Board and Audit Committee
meetings. On January 29, 2020, the Board also granted Mr. Berry an initial
one-time option to purchase 14,250 shares of the Company's common stock (each,
an "Option"). Subject to Mr. Berry's continued service on the Board, each Option
will vest as follows: 1/3 of the shares subject to the Option will vest annually
over a three-year period. In accordance with the Policy, as may be amended from
time to time, Mr. Berry will also be eligible to receive an annual option award
to purchase shares of the Company's common stock, subject to his continued
service on the Board.
In connection with Mr. Berry's appointment to the Board, he entered into the
Company's standard form of Indemnification Agreement, a copy of which was filed
as Exhibit 10.11 to the Registration Statement on Form S-1 (File No. 333-227897)
filed with the SEC on October 19, 2018. A copy of the Company's press release
announcing Mr. Berry's appointment to the Board is attached as Exhibit 99.1
hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release Issued by Vapotherm, Inc. on January 30, 2020--------------------------------------------------------------------------------
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VAPOTHERM, INC. 
