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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On April 17, 2019, William (Bill) Shaw accepted
an offer of employment from Ekso Bionics Holdings, Inc. (the “Company”) to serve as the new Chief Commercial Officer
of the Company (the “Offer Letter”), with a start date of May 6, 2019 (the “Start Date”).
Mr. Shaw is 45 years old. He brings more
than 15 years of medical device sales and leadership experience to the Company. From July 2014 until joining the Company, Mr. Shaw
worked in different roles at Zimmer Biomet Robotics (formerly, Medtech Surgical Inc.), a manufacturer of musculoskeletal products,
serving most recently as the Commercial Vice President of Americas for the ROSA
®
Robotics Platform and Zimmer Biomet
mymobility™. In that role, Mr. Shaw’s responsibilities included managing new strategic business units and building
new corporate training organization for business units. From February 2014 to July 2014, Mr. Shaw was a regional sales director
for Salesforce.com, a cloud-based software-as-a-service company, where he managed the Central Region Small Business Team.
Pursuant to his Offer
Letter, Mr. Shaw’s annual base salary will be $275,000, subject to change as determined by the Board of Directors, and Mr.
Shaw will be eligible to receive an annual bonus, with an initial target bonus amount of $225,000, based on his performance against
Company milestones, pro-rated with respect to 2019 based on the period of time he provides services to the Company in the year.
In addition, the Company has agreed to recommend to the Compensation Committee of the Board of Directors (the “Compensation
Committee”) that Mr. Shaw be granted an option to purchase 480,000 shares of the Company’s common stock, the exercise
price for which will be the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of grant.
The option is to become exercisable over a four-year period, with 120,000 shares becoming exercisable on the first anniversary
of the Start Date, and with the remaining shares becoming exercisable in 36 equal monthly instalments thereafter. In addition,
the Company has agreed pursuant to the Offer Letter grant a performance stock unit to Mr. Shaw in 2020 on terms and conditions
to be determined by the Compensation Committee, which will be consistent with terms applicable to any performance stock unit awards
provided in 2020 to the other senior executives of the Company.
Mr. Shaw will be entitled
to receive perquisites and other fringe benefits that may be provided to, and will be eligible to participate in any other bonus
or incentive program established by the Company for, the Company’s executives. Mr. Shaw and his dependents will also be entitled
to participate in any of the Company’s employee benefit plans subject to the same terms and conditions applicable to other
employees of his level within the Company. Mr. Shaw will be entitled to be reimbursed for all reasonable travel, entertainment
and other expenses incurred by him for the purpose of conducting the Company’s business, in accordance with Company policy.
If Mr. Shaw is terminated
by the Company without cause prior to the first anniversary of the Start Date, the Company has agreed that Mr. Shaw will receive
continued payment of his base salary for six months as severance in a cash lump sum. If Mr. Shaw is terminated by the Company without
cause on or after the first anniversary of the Start Date, the Company has agreed that Mr. Shaw will receive continued payment
of his base salary for nine months as severance in a cash lump sum. The Company has also agreed to pay Mr. Shaw’s COBRA premiums
equivalent to the employer contribution cost of his continued participation in the Company’s group health, dental, and vision
insurance plan (“COBRA Benefits”) for the duration of the applicable severance period based on the service year in
which he was terminated. Such severance benefits will be subject to execution, delivery and non-revocation by Mr. Shaw of a general
release of claims.
If there is a change
of control during Mr. Shaw’s employment, and if he is terminated without cause within one-year following that change of control,
subject to execution, delivery and non-revocation by Mr. Shaw of a general release of claims, the Company has agreed to provide
Mr. Shaw with (a) continued payment of base salary for nine months in a cash lump sum; (b) the target bonus amount prorated for
the nine month severance period; (c) COBRA Benefits; and (d) acceleration of all unvested options.
There are no arrangements
or understandings with any person pursuant to which Mr. Shaw was selected as an officer of the Company pursuant to Item 401(b)
of Regulation S-K under the Securities Exchange Act of 1934, as amended. No “family relationship,” as that term is
defined in Item 401(d) of Regulation S-K, exists among Mr. Shaw, on the one hand, and any of the Company’s directors or executive
officers, on the other hand. There have been no transactions involving Mr. Shaw that would be required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
On May 6, 2019, the Company issued a press release announcing the appointment of Mr. Shaw as the Company’s
new Chief Commercial Officer. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.