Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 1, 2021, Zomedica Corp. (the "Company") appointed Robert Cohen as the
Company's Chief Executive Officer, effective immediately.
Mr. Cohen, 63, had served as the Company's Interim Chief Executive Officer from
June 16, 2020 through his appointment as Chief Executive Officer and has been a
member of the Company's Board of Directors (the "Board') since August 6, 2020.
Mr. Cohen brings to the Company more than 30 years of executive leadership and
operations experience from the medical device, biotechnology and pharmaceutical
industries. Following his earlier tenure at three multi-billion-dollar medical
technology companies, Mr. Cohen built shareholder value at a series of smaller
organizations as Chief Executive Officer. The Board recruited Mr. Cohen due to
his successful track record in building early-stage companies and developing and
launching a series of medical devices and biotechnology products. Mr. Cohen will
continue to drive the completion of the development and commercialization of the
Company's TRUFORMA™ point-of-care diagnostic platform. From April 2017 to May
2019, Mr. Cohen was President and Chief Executive Officer of EmboMedics, Inc.,
an early stage medical device company. From November 2009 to February 2017 he
was a founder and President and Chief Executive Officer of Miromatrix Medical
Inc., an early stage biotechnology company. Mr. Cohen also served as President
and Chief Executive Officer of Travanti Pharma Inc., Advanced Circulatory
Systems Inc., and GCI Medical. In addition, Mr. Cohen served in senior
management positions at St. Jude Medical, Inc, Sulzermedica, and Pfizer Inc. Mr.
Cohen has a Bachelor of Arts degree from Bates College and has a J.D. degree
from the University of Maine School of Law.
In connection with Ms. Cohen's appointment to Chief Executive Officer, the
Company and the Company's wholly owned subsidiary, Zomedica Pharmaceuticals,
Inc. ("ZPI"), have entered into a new employment agreement pursuant which ZPI
has agreed to pay Mr. Cohen a base salary of $417,200 per year. Mr. Cohen will
be eligible to receive an annual discretionary bonus of up to $200,000 each
fiscal year based on the achievement of certain performance and financial
objectives for such fiscal year established by the Board. Pursuant to the
employment agreement, Mr. Cohen's bonus for fiscal year 2021 will be based 50%
on achievement of the year-end cash target and 50% on achievement of the
year-end revenue target, both as established by the CEO for all potential bonus
recipients. The revenue portion will be calculated as follows: (a) below 75%
achievement - no bonus for this segment; (b) between 75% and 89.9999%
achievement - that percentage applies to the bonus target for this segment; (c)
between 90% and 100% achievement - 100% of the bonus target for this segment;
(d) between 100% and 125% achievement - that percentage applies to the bonus
target for this segment; and, (e) above 125% achievement - 125% of the bonus
target for this segment. The cash portion will be calculated as follows: (a)
below 100% achievement - no bonus for this segment; and, (b) between 100% and
125% achievement - that percentage applies to the bonus target for this segment.
The bonus, if any, will be payable within sixty (60) days following the end of
each fiscal year. If Mr. Cohen serves for less than a full fiscal year, other
than as a result of a termination for "cause" (as defined in the employment
agreement), Mr. Cohen will be eligible to receive a pro rata portion of the
bonus, if any, for such fiscal year. Mr. Cohen will also be eligible to
participate in ZPI's employee benefit plans, including health and 401(k) plans.
He will also be entitled to the reimbursement of reasonable business expenses.
In the employment agreement, Mr. Cohen has agreed to customary confidentiality,
non-competition and intellectual property covenants.
The employment agreement has initial term of one year and automatically extends
for one-year terms unless either party elects to terminate it. Upon the
termination of the employment agreement, unless Mr. Cohen's employment is
terminated for "cause" (as defined in the employment agreement), ZPI and Mr.
Cohen will enter into a transitional consulting agreement for a term not ending
sooner than January 1, 2023 and containing such other terms and conditions as
the parties may agree.
There is no family relationship between Mr. Cohen and any director or executive
officer of the Company. There are no transactions between Mr. Cohen and the
Company that would be required to be reported under Item 404(a) of Regulation
S-K.
The above description of the employment agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
employment agreement, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 Executive Employment Agreement, dated January 1, 2021 among Zomedica
Pharmaceuticals, Inc., Zomedica Corp. and Robert Cohen
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