ABOUT
THE MEETING, VOTING, STOCKHOLDER PROPOSALS
AND
COMPANY INFORMATION
Q:
Why did I receive this proxy statement?
A:
The Board of Directors is soliciting your proxy to vote at the annual meeting because you were a holder of the Company’s shares
of common stock, par value $0.01 per share (“Common Stock”), at the close of business on July 26, 2021, the record date,
and are entitled to vote at the annual meeting. The annual meeting is being held for the purposes of obtaining stockholder approval for
the following proposals (the “Proposals”):
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1.
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to
elect one Class I director to hold office for a term expiring at the annual meeting of stockholders to be held in 2024 or until
his respective successor is elected and qualified;
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2.
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to
ratify the Audit Committee’s appointment of Tanner LLC as SINTX’s independent registered public accounting firm for the
year ending December 31, 2021;
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3.
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to
adopt, on an advisory basis, a non-binding resolution approving the compensation of the Company’s named executive officers,
as described in the Proxy Statement under “Executive Compensation”;
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4.
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to
approve one or more adjournments of the annual meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient
votes at the time of the meeting to adopt one or more of the foregoing Proposals; and
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to
act upon such other matters as may properly come before the meeting or any adjournment or postponement of the meeting.
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Q:
What information is contained in this proxy statement?
A:
The information in this proxy statement relates to the Proposals to be voted on at the annual meeting, the voting process and certain
other required information.
Q:
What should I do if I receive more than one set of voting materials?
A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or
voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting
instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares of Common Stock
are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card
and voting instruction card that you receive.
Q:
How may I obtain an additional set of proxy materials?
A:
All stockholders may write to us at the following address to request an additional copy of these materials:
SINTX
Technologies, Inc.
1885
West 2100 South
Salt
Lake City, UT 84119
Attention:
Corporate Secretary
Additionally,
this proxy statement and notice of annual meeting are all available free of charge on our website at http://investors.sintx.com/annual-meetings-proxies
or www.proxyvote.com.
Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A:
If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered,
with respect to those shares, the “stockholder of record.” If you are a stockholder of record, this proxy statement and a
proxy card have been sent directly to you by the Company.
If
your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner”
of shares held in street name. If you own shares held in street name, this proxy statement has been forwarded to you by your broker,
bank or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right
to direct your broker, bank or nominee how to vote your shares by using the voting instruction card included in the mailing or by following
their instructions for voting by telephone or the Internet, if the broker, bank or nominee offers these alternatives. Since a beneficial
owner is not the stockholder of record, you may not vote these shares in person at the annual meeting unless you obtain a “legal
proxy” from the broker, bank or nominee that holds your shares, giving you the right to vote the shares at the annual meeting.
Q:
How do I vote?
A:
You may vote using any of the following methods:
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Proxy
card or voting instruction card. Be sure to complete, sign and date the card and return it in the prepaid envelope.
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By
Internet. If you are a stockholder of record, you may vote on the Internet using the instructions in the enclosed proxy card. If
you own shares held in street name, you will receive voting instructions from your bank, broker or other nominee and may vote by
telephone or on the Internet if they offer that alternative.
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In
person at the annual meeting. All stockholders may vote in person at the annual meeting. You may also be represented by another person
at the annual meeting by executing a proper proxy designating that person. If you own shares held in street name, you must obtain
a legal proxy from your bank, broker or other nominee and present it to the inspector of election with your ballot when you vote
at the annual meeting.
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Q:
What can I do if I change my mind after I vote my shares?
A:
If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the annual meeting by:
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sending
written notice of revocation to our Corporate Secretary;
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submitting
a new, proper proxy dated later than the date of the revoked proxy; or
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attending
the annual meeting and voting in person.
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If
you own shares held in street name, you may submit new voting instructions by contacting your broker, bank or nominee. You may also vote
in person at the annual meeting if you obtain a legal proxy as described in the answer to the previous question. Attendance at the annual
meeting will not, by itself, revoke a proxy.
Q:
What if I return a signed proxy card, but do not vote for some of the matters listed on the proxy card?
A:
If you return a signed proxy card without indicating your vote, your shares will be voted in accordance with the Board of Director’s
recommendations, “FOR” the approval of Proposal No. 1, “FOR” Proposal No. 2, “FOR” Proposal No. 3,
and “FOR” Proposal No. 4.
Q:
Can my broker vote my shares for me without my instructions?
A:
Your broker or nominee will have discretionary authority to vote your shares with respect to “routine” proposals such as
Proposal No. 2. Proposals Nos. 1, 3, and 4 are not considered routine and your broker or nominee will not have discretionary authority
to vote your shares on those proposals without your direction. Please provide voting instructions on the proposals described herein so
your vote can be counted.
Q:
Can my shares be voted if I do not return my proxy card or voting instruction card and do not attend the annual meeting?
A:
If you do not vote your shares held of record (registered directly in your name, not in the name of a bank or broker), your shares will
not be voted.
If
you do not vote your shares held in street name with a broker, your broker will not be authorized to vote on Proposal No. 1, Proposal
No. 3., and Proposal No. 4, but will be authorized to vote on Proposal No. 2.
Q:
What are the voting requirements with respect to each of the Proposals?
A:
Proposal No. 1. The one nominee for Class I director receiving the highest number of votes will be elected a Class I director.
The proxy card enables a stockholder to vote “FOR” or “WITHHOLD” from voting as to each person nominated by the
Board. “Withhold” votes and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect
on the election of the nominees.
Proposal
No. 2. This proposal requires the affirmative vote of a majority of the votes cast. Any shares not voted (whether by abstention or
otherwise) have no impact on the vote. We believe brokerage firms have authority to vote customers’ unvoted shares held by the
firms in street name on this Proposal.
Proposal
No. 3. The affirmative (“FOR”) vote of the holders of a majority of the votes present in person or represented by proxy
and entitled to vote on this Proposal and cast at the annual meeting is necessary to approve Proposal No. 3. Because abstentions and
broker non- votes are not considered votes cast, they will have no effect on the vote. We believe brokerage firms do not have authority
to vote customers’ unvoted shares held by the firms in street name on this Proposal.
Proposal
No. 4. The affirmative (“FOR”) vote of the holders of a majority of the votes present in person or represented by proxy
and entitled to vote on this Proposal and cast at the annual meeting is necessary to approve Proposal No. 4. Abstentions will have the
same effect as votes against Proposal No. 4. We believe brokerage firms may have authority to vote customers’ unvoted shares
held by the firms in street name on this Proposal.
Q:
How many votes do I have?
A:
As of July 26, 2021, the record date, there were 24,703,074 shares of our Common Stock outstanding and entitled to vote. Each
share of our Common Stock that you own entitles you to one vote.
Q:
What happens if additional matters are presented at the annual meeting?
A:
Other than the items of business described in this proxy statement, we are not aware of any other business to be acted upon at the annual
meeting. If you grant a proxy, the persons named as proxy holders, B. Sonny Bal and David O’Brien, will have the discretion to
vote your shares on any additional matters properly presented for a vote at the annual meeting.
Q:
How many shares must be present or represented to conduct business at the annual meeting?
A:
A quorum will be present if at least a majority of the outstanding shares of our Common Stock entitled to vote is represented at the
annual meeting, either in person or by proxy.
Both
abstentions and broker non-votes (described below) are counted for the purpose of determining the presence of a quorum.
Q:
How can I attend the annual meeting?
A:
You are entitled to attend the annual meeting only if you were a stockholder of SINTX as of the close of business on July 26, 2021, the
record date, or if you hold a valid proxy for the annual meeting. You should be prepared to present photo identification for admittance.
If you are a stockholder of record, your name will be verified against the list of stockholders of record on the record date prior to
your admission to the annual meeting. If you are not a stockholder of record, but hold shares through a broker, bank or nominee (i.e.,
in street name), you should provide proof of beneficial ownership on the record date, such as your most recent account statement prior
to the record date, a copy of the voting instruction card provided by your broker, bank or nominee, or other similar evidence of ownership.
If you do not provide photo identification or comply with the other procedures outlined above, you will not be admitted to the annual
meeting.
The
annual meeting will begin promptly at 10:30 a.m., local time on September 15, 2021. You should allow adequate time for check-in procedures.
Q:
How can I vote my shares in person at the annual meeting?
A:
Shares held in your name as the stockholder of record may be voted in person at the annual meeting. Shares held beneficially in street
name may be voted in person at the annual meeting only if you obtain a legal proxy from the broker, bank or nominee that holds the shares
giving you the right to vote the shares. Even if you plan to attend the annual meeting, we recommend that you also submit your proxy
card or voting instruction card as described herein so your vote will be counted if you later decide not to attend the annual meeting.
Q:
What is the deadline for voting my shares?
A:
If you hold shares as the stockholder of record, your vote by proxy must be received before the polls close at the annual meeting, except
that proxies submitted by the Internet must be received by 11:59 p.m., Eastern Time, on September 14, 2021.
If
you hold shares beneficially in street name, please follow the voting instructions provided by your broker, bank or nominee. You may
vote these shares in person at the annual meeting only if at the annual meeting you provide a legal proxy obtained from your broker,
bank or nominee.
Q:
Is my vote confidential?
A:
Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting
privacy. Your vote will not be disclosed either within SINTX or to third parties, except: (1) as necessary to meet applicable legal requirements;
(2) to allow for the tabulation of votes and certification of the vote; and (3) to facilitate a successful proxy solicitation. Occasionally,
stockholders provide written comments on their proxy card, which are then forwarded to our management.
Q:
What is a broker non-vote?
A:
A broker non-vote occurs when a broker does not vote on a particular proposal with respect to shares of Common Stock held in a fiduciary
capacity (typically referred to as being held in “street name”) because the broker has not received voting instructions from
the beneficial owner. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the
discretion to vote such shares on routine matters, but not on non-routine matters. Routine matters include the ratification of auditors.
Non-routine matters include matters such as the election of directors, the approval of, and amendments to, stock plans, the approval
of, and amendments to by-laws and corporate charter documents and change in corporate domicile. Therefore, if you do not give your broker
or nominee specific instructions, your shares will not be voted on non-routine matters and may not be voted on routine matters. However,
shares represented by such “broker non-votes” will be counted in determining whether there is a quorum present at the annual
meeting for the purpose of transacting business.
Q:
Where can I find the voting results of the annual meeting?
A:
We intend to announce preliminary voting results at the annual meeting and publish final voting results in a Current Report on Form 8-K
to be filed with the United States Securities and Exchange Commission (“SEC”) within four business days after the annual
meeting.
Q:
Who will bear the cost of soliciting votes for the annual meeting?
A:
The cost of this solicitation is being borne by SINTX. These costs will include the expense of preparing, assembling, printing and mailing
the notice, this proxy statement and any other material used in the Company’s solicitation of proxies to stockholders of record
and beneficial owners, and reimbursements paid to banks, brokerage firms, custodians and others for their reasonable out-of-pocket expenses
for forwarding proxy materials to stockholders and obtaining beneficial owners’ voting instructions. Proxies may be solicited on
our behalf by our directors, officers and regular employees by telephone or other means. There will be no special or additional compensation
for these services. Stockholders voting via the telephone or Internet should understand that there may be costs associated with telephonic
or electronic access, such as usage charges from telephone companies and internet access providers, which must be borne by the stockholder.
At this time, we have not retained the services of a professional solicitation firm, though we may decide to do so at a later date.
Q:
What if I have questions for the Company’s transfer agent?
A:
Please contact our transfer agent at the telephone number or address listed below with any questions concerning stock certificates, transfer
of ownership or other matters pertaining to your stock account.
American
Stock Transfer & Trust Company LLC
6201
15th Ave
Brooklyn
NY 11219
1-800-937-5449
help@astfinancial.com
Q:
Who can help answer my questions?
A:
If you have any questions about the annual meeting or how to vote or revoke your proxy, please contact:
SINTX
Technologies, Inc.
188
West 2100 South
Salt
Lake City, UT 84119
Attention:
Corporate Secretary
Q:
How does the Board recommend I vote my shares?
A:
The Board recommends a vote FOR each nominee for election to the Board and FOR approval of Proposals numbered 2, 3, and 4.
Q:
How can I bring business to be presented from the floor of the annual meeting?
A:
Stockholders may present proposals for action at a future meeting if they comply with SEC rules, state law and our Bylaws. For nominations
or other business to be properly brought before an annual meeting by a stockholder pursuant to our Bylaws, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation.
Q:
How can Stockholders recommend a candidate for election to the Board?
A:
Stockholders who wish to recommend a candidate for election to our Board should write to: Corporate Secretary, SINTX Technologies, Inc.,
1885 West 2100 South, Salt Lake City, UT 84119, stating in detail the qualifications of a candidate for consideration by the Board. Additionally,
our corporate Bylaws contain a detailed description of the process that must be followed by a stockholder in order to properly nominate
a candidate for election to our Board. Information on how to obtain a copy of our Bylaws is provided below. In considering Board candidates,
the Board seeks individuals of proven judgment and competence who have strong reputations in their respective fields. The Board considers
such factors as experience, education, employment history, special talents or personal attributes, anticipated participation in Board
activities, and geographic and diversity factors. The process for identifying and evaluating nominees would include detailed consideration
of the recommendations and opinions of members of our Board, our executive officers, and our stockholders. There would be no difference
in the process of evaluation of candidates recommended by a stockholder and those recommended by other sources.
Q:
How can I communicate with the Board?
A:
Stockholders interested in communicating directly with our Board may do so by writing to: Board of Directors, SINTX Technologies, Inc.,
1885 West 2100 South, Salt Lake City, UT 84119. All such written correspondence is delivered to the director or directors to whom it
is addressed or, if addressed generally to the Board, to all directors. Concerns relating to accounting, internal controls, or auditing
matters are immediately forwarded to the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, and Chairman
of the Audit Committee.
Q:
Will the Board attend the Annual Meeting?
A:
We encourage attendance by members of the board and senior executives, but attendance is not required.
Q:
How can a stockholder submit a Stockholder Proposal for inclusion in the 2022 Proxy Statement; Discretionary Voting
A:
Stockholders interested in submitting a proposal for inclusion in our proxy statement for next year’s annual meeting must do so
in compliance with our Bylaws and applicable SEC rules and regulations. Under Rule 14a-8 adopted by the SEC, to be considered for inclusion
in our proxy materials for our 2022 annual meeting, a stockholder proposal, including nominations for directors, must be received in
writing by our Corporate Secretary no later than 5:00 p.m. MST on April 5, 2022. If the date of our 2022 annual meeting is moved more
than 30 days before or after the anniversary date of this year’s meeting, the deadline for inclusion of proposals in our proxy
statement will instead be a reasonable time before we begin to print and mail our proxy materials next year. Any such proposals will
also need to comply with the various provisions of Rule 14a-8, which governs the basis on which such stockholder proposals can be included
or excluded from Company-sponsored proxy materials.
If
a stockholder desires to submit a proposal, including nominations for directors, for consideration at the 2022 annual meeting, but not
have the proposal included with our proxy solicitation materials relating to the 2022 annual meeting, the stockholder must comply with
the procedures set forth in our governing documents. Our Bylaws require that, for business to be properly brought before an annual meeting
by a stockholder, such stockholder must have given timely notice thereof, along with other specified material, in proper written form
to the Company. To be timely, a stockholder’s notice pertaining to an annual meeting shall be delivered to the Corporate Secretary
at the principal executive offices of the Company not less than ninety (90) or more than one-hundred and twenty (120) days prior to the
first anniversary of the date of the preceding year’s annual meeting; provided, however, that in the event that the date of the
annual meeting is more than thirty (30) days before or more than thirty (30) days after the previous year’s annual meeting, notice
by the stockholder to be timely must be so delivered not earlier than the close of business on the one-hundred and twentieth (120th)
day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual
meeting or the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is
first made by the Corporation.
Any
stockholder who wishes to make such a proposal should obtain a copy of the Bylaws, which contain these and other requirements with respect
to stockholder proposals and director nominations, including certain information that must be included concerning the stockholder and
each proposal and nominee. Our Bylaws were filed with the SEC as an exhibit to our Current Report on Form 8-K, filed on February 20,
2014. You may also obtain a copy by writing to our Corporate Secretary, at SINTX Technologies, Inc., 1885 W 2100 S, Salt Lake City, UT
84119.
Q:
Where can I find More Information on SINTX
Our
corporate website is http://www.sintx.com. We make available on this website, free of charge, access to our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement on Schedule 14A and amendments to those materials filed
or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically
submit such material to the SEC. The SEC makes available on its website, free of charge, reports, proxy and information statements, and
other information regarding issuers, such as us, that file electronically with the SEC. The SEC’s website is http://www.sec.gov.
Directors
and Officers
Directors
The
following table sets forth the names, ages, and positions with SINTX for each of our directors.
Name
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Age
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Positions
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B.
Sonny Bal, M.D.
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58
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Chairman
of the Board of Directors, President and Chief Executive Officer
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David
W. Truetzel
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64
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Director
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Jeffrey
S. White
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67
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Director
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Eric
A. Stookey
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50
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Director
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Mark
Froimson, M.D.
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60
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Director
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Our
Board is divided into three classes (Class I, Class II and Class III) with staggered three-year terms. Directors in each class are elected
to serve for three-year staggered terms that expire in successive years. Officers serve at the discretion of our Board. The following
is information on the business experience of each director now serving and a discussion of the qualifications, attributes and skills
that led to the Board of Directors’ conclusion that each one is qualified to serve as a director.
The
following is a brief summary of the background of each of our directors.
Class
I Directors— up for election at the 2021 Annual Meeting of Stockholders with a term expiring at the 2024 annual meeting of stockholder
if re-elected.
Mark
Froimson, M.D. has served on our Board of Directors since February 2019. Dr. Froimson is currently a Principal at Riverside Health
Advisors, a consulting company that provides strategic advice and services to health care executive leaders. Dr. Froimson served as the
President of the American Association of Hip and Knee Surgeons from March 2017 to March 2018. Previously, he was the Executive Vice President
and Chief Clinical Officer of Trinity Health, a major national non-profit Catholic healthcare system comprising 93 hospitals in 22 states.
Prior to his executive leadership position at Trinity Health, Dr. Froimson was President and Chief Executive Officer of Euclid Hospital,
a Cleveland Clinic Hospital. Dr. Froimson served as a staff surgeon in the Department of Orthopedic Surgery at the Cleveland Clinic for
over 16 years, during which time he held a variety of leadership positions, including President of the professional staff, Vice Chair
of the Orthopedic and Rheumatologic Institute, and member of the board of governors and board of trustees. Dr. Froimson also serves on
the board of directors of Pacira Biosciences, Inc., a publicly traded company on the NASDAQ Stock Market. Dr. Froimson received a B.S.
in philosophy from Princeton University, an M.D. from Tulane University School of Medicine and an MBA from the Weatherhead School of
Business at Case Western Reserve University.
Class
II Directors - continuing directors with a term expiring at the 2022 annual meeting of stockholders.
David
W. Truetzel has served on our Board of Directors since our acquisition of US Spine, Inc. in September 2010. Mr. Truetzel has been
the general partner of Augury Capital Partners, a private equity fund that invests in life sciences and information technology companies,
which he co-founded in 2006. Mr. Truetzel is a director of Enterprise Bank, Inc., Bonfyre, LLC, a provider of enterprise technology management
solutions, and Paranet, LLC, an IT services provider. Mr. Truetzel holds a B.S. in Business Administration from Saint Louis University
and an M.B.A. from The Wharton School. We believe that Mr. Truetzel’s financial and managerial expertise qualify him to serve on
our Board of Directors.
Eric
A. Stookey has served on our Board of Directors since October 2014. Mr. Stookey has served as Chief Operating Officer of Osteoremedies,
LLC since March of 2015. From October 2011 until August 2014, Mr. Stookey served as the President of the Extremities-Biologics division
at Wright Medical Group Inc. Mr. Stookey also served in various other marketing and sales positions at Wright Medical Group Inc. since
1995, including as the Senior Vice President and Chief Commercial Officer from January 2010 to November 2011, as the Vice President North
American Sales from 2007 to January 2010, as the Vice President US Sales from 2005 to 2007, as the Senior Director of Sales, Central
Region, from 2003 to 2005 and as the Director of Marketing for Large Joint Reconstruction Products from 2001 to 2003. Mr. Stookey earned
his M.B.A. from Christian Brothers University and his B.S. in Business from the Indiana University School of Business. We believe that
Mr. Stookey’s industry and executive leadership experience qualifies him to serve on our Board of Directors.
Class
III Directors— - continuing directors with a term expiring at the 2023 annual meeting of stockholders.
B.
Sonny Bal, M.D. has served on our Board of Directors since February 2012, as Chairman of our Board of Directors since August 2014
and as our President and Chief Executive Officer since October 2014. Dr. Bal was a tenured Professor in Orthopaedic Surgery at the University
of Missouri, Columbia, and has an extensive history of research into silicon nitride ceramics. He is Adjunct Professor of Material Sciences
at Missouri Science and Technology University at Rolla. Dr. Bal is a member of the American Academy of Orthopaedic Surgeons, the American
Association of Hip and Knee Surgeons, and the International Society of Technology in Arthroplasty. Dr. Bal received his M.D. degree from
Cornell University and an M.B.A. from Northwestern University, a J.D. from the University of Missouri, and a Ph.D. in Engineering from
the Kyoto Institute of Technology in Japan. We believe that Dr. Bal’s breadth of experience and scientific expertise in silicon
nitride qualifies him to serve as our Chairman, President and Chief Executive Officer.
Jeffrey
S. White has served on our Board of Directors since January 2014. From January 2013 to 2018, Mr. White served as Principal at Medtech
Advisory Group LLC, a firm he founded that advises early and mid-stage medical technology firms. In that capacity Mr. White has consulted
MiMedx Group Inc., the leading amniotic tissue and allograft regenerative biomaterials firm since mid-2015 and served as Vice President,
Product Management Strategies at MiMedix. Mr. White previously served as a director of Residency Select LLC, a company which offers psychometric
assessment, training and compliance products to medical and surgical residency programs. Mr. White also served in 2014 and 2015 as President
and director of Liventa Bioscience LLC, a provider of specialty amniotic tissue allografts for use in surgical and wound care applications.
From May 2006 to December 2012 he served as Global Director of Business Development for Synthes Inc., a global orthopedic firm that was
acquired by Johnson and Johnson in 2012. Mr. White has served as Chief Executive Officer and/or co-founder of several start-up surgical
device firms and has previously held executive level positions at United States Surgical Corporation, now part of Medtronic. Mr. White
holds a B.S. in Biology from Union College in Schenectady NY. We believe that Mr. White’s experience as an executive and founder
of medical device companies qualifies him to serve on our Board of Directors.
Executive
Officers
Our
current executive officers and their respective ages and positions are as follows:
Name
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Age
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Position
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B.
Sonny Bal, M.D.
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58
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Chairman
of the Board of Directors, President and Chief Executive Officer, Principal Financial Officer
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Bryan
J. McEntire
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68
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Chief
Scientific Officer
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David
O’Brien
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56
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Chief
Operating Officer
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The
following is a brief summary of the background of each of our executive officers.
B.
Sonny Bal, M.D. has served on our Board of Directors since February 2012, as Chairman of our Board of Directors since August 2014
and as our President and Chief Executive Officer since October 2014. Dr. Bal was a tenured Professor in Orthopaedic Surgery at the University
of Missouri, Columbia, and has an extensive history of research into silicon nitride ceramics. He is Adjunct Professor of Material Sciences
at Missouri Science and Technology University at Rolla. Dr. Bal is a member of the American Academy of Orthopaedic Surgeons, the American
Association of Hip and Knee Surgeons, and the International Society of Technology in Arthroplasty. Dr. Bal received his M.D. degree from
Cornell University and an M.B.A. from Northwestern University, a J.D. from the University of Missouri, and a Ph.D. in Engineering from
the Kyoto Institute of Technology in Japan. We believe that Dr. Bal’s breadth of experience and scientific expertise in silicon
nitride qualifies him to serve as our Chairman, President and Chief Executive Officer.
Bryan
J. McEntire has served as our Chief Scientific Officer since May 2012. From June 2004 to May 2012 he served as our Vice President
of Manufacturing and as our Vice President of Research from December 2006 to May 2012. Dr. McEntire has worked in various advanced ceramic
product development, quality engineering and manufacturing roles at Applied Materials, Inc., (Santa Clara, CA), Norton Advanced Ceramics,
a division of Saint-Gobain Industrial Ceramics Corporation (E. Granby, CT), Norton/TRW Ceramics (Northboro, MA) and Ceramatec, Inc.,
(Salt Lake City, UT). Dr. McEntire has a BS degree in Materials Science and Engineering and an MBA both from the University of Utah (Salt
Lake City, UT), and a Ph.D. from the Kyoto Institute of Technology (Kyoto, Japan).
David
O’Brien has served as our Chief Operating Officer since July 2019. Mr. O’Brien previously served as the Company’s
Vice President and General Manager from October 2016 to July 2019 and from March 2014 through September 2016, he held prior roles as
our Vice President of Operations and Vice President of Manufacturing. Mr. O’Brien has over 30 years of experience in engineering,
manufacturing, and operations leadership in advanced materials and medical device organizations. From 2005 to 2014, he fulfilled several
engineering leadership roles for Covidien. From 1991 to 2005, he worked for Arnold Magnetic Technologies in the production of ceramic,
powder metal and molded magnets in multiple facilities across the U.S. and in England. He has extensive experience with Lean and other
Continuous Improvement initiatives. Mr. O’Brien holds an M.S. in Ceramic Engineering from the Georgia Institute of Technology,
and a B.S. in Physics from the University of Texas at San Antonio.
Arrangements
between Officers and Directors
To
our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant
to which the officer was selected to serve as an officer.
Family
Relationships
None
of our directors are related by blood, marriage, or adoption to any other director, executive officer, or other key employees.
Other
Directorships
With
the exception of Dr. Froimson, who is also on the board of directors of Pacira Biosciences, Inc., a SEC public reporting company, none
of the directors of the Company are also directors of issuers with a class of securities registered under Section 12 of the Exchange
Act (or which otherwise are required to file periodic reports under the Exchange Act).
Other
Involvement in Certain Legal Proceedings
None
of our directors or executive officers has been involved in any bankruptcy or criminal proceedings (other than traffic and other minor
offenses) or been subject to any of the items set forth under Item 401(f) of Regulation S-K, nor have there been any judgments or injunctions
brought against any of our directors or executive officers during the last ten years that we consider material to the evaluation of the
ability and integrity of any director or executive officer.
The
Board and Committees
Our
Board of Directors has five members. The Chairman of the Board and our Chief Executive Officer, B. Sonny Bal, MD, PhD, is a member of
the Board and is a full-time employee of SINTX. David W. Truetzel, Eric A. Stookey, Jeffrey S. White, and Mark Froimson are non-employee
directors, and the Board has determined that these persons (who constitute a majority of the Board) are “independent directors”
under the criteria set forth in Rule 5605(a)(2) of the Nasdaq Listing Rules. The Board met eight (8) times during the year ended December
31, 2020. All directors attended more than seventy-five percent (75%) of the meetings of the Board and committee meetings of which such
director was a member held during 2020.
In
accordance with our restated Certificate of Incorporation, our Board of Directors is divided into three classes with staggered three-year
terms. At each annual meeting of stockholders, the successors to the directors whose terms then expire will be elected to serve until
the third annual meeting following such election. Our directors are divided among the three classes as follows:
|
●
|
The
Class I director is Mark Froimson and his term will expire at the annual meeting of stockholders to be held in 2021.
|
|
|
|
|
●
|
The
Class II directors are David W. Truetzel and Eric A. Stookey, and their terms are expiring at the 2022 annual meeting of stockholders.
|
|
|
|
|
●
|
The
Class III directors are B. Sonny Bal, M.D. and Jeffrey S. White, and their terms will expire at the annual meeting of stockholders
to be held in 2023
|
Any
additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as
nearly as possible, each class will consist of one-third of the directors.
Our
Board of Directors has three permanent committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and
Nominating Committee. The written charters for these committees are on our website at https://ir.sintx.com/corporate-governance. Our
Board of Directors may from time to time establish other standing committees. In addition, from time to time, special committees may
be established under the direction of our Board of Directors when necessary to address specific issues.
The
following table sets forth a description of the three permanent Board committees and the chairpersons and members of those committees,
all of whom are independent directors:
Committee
|
|
Independent
Chairman
|
|
Independent
Members
|
|
|
|
|
|
Audit
Committee
|
|
David
W. Truetzel
|
|
Eric
A. Stookey
|
|
Jeffrey
S. White
|
|
|
|
|
|
|
|
Compensation
Committee
|
|
Jeffrey
S. White
|
|
David
W. Truetzel
|
|
Eric
A. Stookey
|
|
|
|
|
|
|
|
Governance
and Nominating Committee
|
|
Eric
A. Stookey
|
|
Jeffrey
S. White
|
|
David
W. Truetzel
|
Corporate
Governance and Nominating Committee
The
Corporate Governance and Nominating Committee is currently comprised of the following members: Eric A. Stookey (Chairman), David W. Truetzel
and Jeffrey S White. Among other items, the Corporate Governance and Nominating Committee is tasked by the Board to: (1) identify individuals
qualified to serve as members of the Board and, recommend individuals to be nominated by the Board for election by the stockholders or
to be appointed by the Board to fill vacancies consistent with the criteria approved by the Board; (2) develop and periodically evaluate
and recommend changes to SINTX’s Corporate Governance Guidelines and Code of Ethics, and to review the Company’s policies
and programs that relate to matters of corporate responsibility, including public issues of significance to the Company and its stakeholders;
and (3) oversee an annual evaluation of the performance of the Board. The Board has determined that each of the members of the Corporate
Governance and Nominating Committee is “independent” under the standard set forth in Rule 5605(a)(2) of the Nasdaq Listing
Rules. The Corporate Governance and Nominating Committee did not meet as a separate committee in 2019, but rather, because the committee
is comprised of all three independent directors, governance matters were addressed as necessary in meetings of the Board. The Corporate
Governance and Nominating Committee operates under a written charter adopted by the Board of Directors, which sets forth the responsibilities
and powers delegated by the Board to the Corporate Governance and Nominating Committee.
Board
Nominations
In
considering Board candidates, the Board seeks individuals of proven judgment and competence who have strong reputations in their respective
fields. Although we do not have a formal diversity policy, the Board considers such factors as experience, education, employment history,
special talents or personal attributes, anticipated participation in Board activities, and geographic and diversity factors. The process
for identifying and evaluating nominees would include detailed consideration of the recommendations and opinions of members of our Board,
our executive officers, and our stockholders. There would be no difference in the process of evaluation of candidates recommended by
a stockholder and those recommended by other sources.
The
Nominating and Governance Committee has adopted a policy and procedures for shareholders to recommend nominees to the Company’s
Board. The Committee will only consider qualified proposed nominees that meet the qualification standards set forth on Appendix A to
the Committee’s charter available on the Company’s website at www.SINTX.com. Pursuant to the policy, only shareholders who
meet minimum percentage ownership requirements as established by the Board may make recommendations for consideration by the Committee.
At this time, the Board has set a minimum percentage ownership of 5% of the Company’s issued and outstanding shares of common stock
for a period of at least one year. To make recommendations, a shareholder must submit the recommendation in writing by mail, courier
or personal delivery to: Corporate Secretary, SINTX Technologies, Inc., 1885 West 2100 South, Salt Lake City, UT 84119. For each annual
meeting the Committee will consider only one proposed nominee from each shareholder or shareholder group (within the meaning of Regulation
13D under the Exchange Act).
The
recommendation must set forth (1) the name, address, including telephone number, of the recommending shareholder or shareholder group;
(2) the number of the Company’s shares of common stock held by such shareholder and proof of ownership if the shareholder is not
a holder of record; and (3) a statement that the shareholder has a good faith intention of holding the shares through the record date
of the Company’s next annual meeting. For shareholder groups this information must be submitted for each shareholder in the group.
The
recommendation must set forth in relation to the proposed nominee being recommended by the shareholder: (1) the information required
by Items 401, 403 and 404 of Regulation S-K under the Exchange Act, (2) any material relationships or agreements between the proposed
nominee and the recommending shareholder or the Company’s competitors, customers, labor unions or other persons with special interests
in the Company; (3) a statement regarding the qualifications of the proposed nominee to serve on the Board; (4) a statement that the
proposed nominee can fairly represent the interests of all shareholders of the Company; and (5) a signed consent by the proposed nominee
to being interviewed by the Nominating and Governance Committee.
Recommendations
must be made not later than 120 calendar days prior to the first anniversary of the date of the proxy statement for the prior annual
meeting of shareholders. In the event that the date of the annual meeting of shareholders for the current year is more than 30 days following
the first anniversary date of the annual meeting of shareholders for the prior year, the submission of a recommendation will be considered
timely if it is submitted not earlier than the close of business on the 120 days prior to such annual meeting and not later than the
close of business on the later of 90 days prior to such annual meeting or the close of business 10 days following the day on which public
announcement of the date of such meeting is first made by the Company.
Audit
Committee
We
have a standing Audit Committee and audit committee charter, which complies with Rule 10A-3 of the Exchange Act, and the requirements
of the Nasdaq Listing Rules. Our Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit
Committee is currently comprised of the following members: David W. Truetzel (Chairman), Eric A. Stookey and Jeffrey S White. The Audit
Committee provides oversight for financial reporting matters, internal controls, and compliance with the Company’s financial policies,
and meets with its auditors when appropriate. The Audit Committee did not meet as a separate committee in 2020, but rather, because the
committee is comprised of all three independent directors, committee matters were addressed as necessary in meetings of the Board. The
Board has determined that David W. Truetzel is an “audit committee financial expert” within the meaning of Item 407(d)(5)
of Regulation S-K. Further, the Board has determined that each of David W. Truetzel, Jeffrey S. White and Eric A. Stookey are “independent”
under the standard set forth in Rule 5605(a)(2) of the Nasdaq Listing Rules. The Audit Committee operates under a written charter adopted
by the Board of Directors, which sets forth the responsibilities and powers delegated by the Board to the Audit Committee.
Compensation
Committee
The
Compensation Committee of the Board is comprised of the following members: Jeffrey S. White, (Chairman), David W. Truetzel and Eric A.
Stookey. The Board has determined that each of David W. Truetzel, Jeffrey S. White and Eric A. Stookey are “independent”
under the standard set forth in Rule 5605(a)(2) of the Nasdaq Listing Rules. The Compensation Committee recommends to the Board for determination
compensation of our executive officers, including the chief executive officer, and addresses salary and benefit matters for other key
personnel and employees of the Company. The Compensation Committee did not meet as a separate committee in 2020, but rather, because
the committee is comprised of all three independent directors, committee matters were addressed as necessary in meetings of the Board.
The Compensation Committee operates under a written charter adopted by the Board of Directors, which sets forth the responsibilities
and powers delegated by the Board to the Compensation Committee.
Code
of Business Conduct
The
Board has adopted a Code of Business Conduct that applies to all of our employees, officers and directors, including those officers responsible
for financial reporting. The code of business conduct is available on our website at https://ir.sintx.com/corporate-governance. We intend
to disclose any amendments to the code or any waivers of its requirements on our website.
The
Bylaws of the Company provide that no contract or transaction between SINTX and one or more of its directors or officers, or between
SINTX and any other corporation, firm, association, or other organization in which one or more of its directors or officers are financially
interested, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee that authorizes or approves the contract or transaction, or because their votes
are counted for such purpose, provided that:
|
●
|
the
material facts as to his, her, or their relationship or interest as to the contract or transaction are disclosed or are known to
the Board of Directors or the committee and noted in the minutes, and the Board of Directors or committee authorizes the contract
or transaction in good faith by the affirmative vote of a majority of disinterested directors, even though the disinterested directors
are less than a quorum;
|
|
|
|
|
●
|
the
material facts as to his, her, or their relationship or interest as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon and the contract or transaction is specifically approved in good faith by vote of the stockholders;
or
|
|
|
|
|
●
|
the
contract or transaction is fair as to SINTX as of the time it is authorized, approved or ratified by the Board of Directors, a committee
thereof, or the stockholders.
|
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors, and persons who beneficially own more than
10% of our common stock (“10% Stockholders”), to file reports of ownership and changes in ownership with the Securities and
Exchange Commission (“SEC”). Such officers, directors and 10% Stockholders are also required by SEC rules to furnish us with
copies of all Section 16(a) forms that they file.
Based
solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, the Company
believes that during fiscal year ended December 31, 2020, the filing requirements applicable to its officers, directors and greater than
10% percent beneficial owners were complied with.
STOCK
OWNERSHIP
The
following table sets forth certain information regarding the beneficial ownership of our common stock as of July 30, 2021 by:
|
●
|
each
of our current directors;
|
|
|
|
|
●
|
each
of our executive officers; and
|
|
|
|
|
●
|
all
of our directors and executive officers as a group;
|
|
|
|
|
●
|
each
stockholder known by us to own beneficially more than 5% of our Common Stock.
|
Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.
Shares of common stock that may be acquired by an individual or group within 60 days of July 30, 2021, pursuant to the exercise or vesting
of options or warrants or conversion of convertible promissory notes, are deemed to be outstanding for the purpose of computing the percentage
ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of
any other person shown in the table. Percentage of shares beneficially owned is based on 24,703,074 shares issued and outstanding
on July 30, 2021.
Except
as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with
respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders.
The address for each director and executive officer listed is: c/o SINTX Technologies, Inc., 1885 West 2100 South, Salt Lake City, Utah
84119.
|
|
Shares Beneficially Owned
|
|
Name and Address of Beneficial Owner
|
|
Number
|
|
|
Percentage
|
|
Five Percent Stockholders:
|
|
|
|
|
|
|
|
|
none
|
|
|
|
|
|
|
|
|
Directors and Named Executive Officers:
|
|
|
|
|
|
|
|
|
B. Sonny Bal, M.D. (1)
|
|
|
23,399
|
|
|
|
*
|
|
David W. Truetzel (2)
|
|
|
25,919
|
|
|
|
*
|
|
Jeffrey S. White (3)
|
|
|
25,815
|
|
|
|
*
|
|
Eric A. Stookey (4)
|
|
|
25,813
|
|
|
|
*
|
|
Bryan McEntire (5)
|
|
|
21,554
|
|
|
|
*
|
|
David O’Brien (6)
|
|
|
48,503
|
|
|
|
*
|
|
Mark Froimson, M.D. (7)
|
|
|
23,650
|
|
|
|
*
|
|
All executive officers and directors as a group (7 persons)
|
|
|
194,653
|
|
|
|
*
|
|
|
*
|
Indicates
ownership of less than 1% of the outstanding shares of the Company’s common stock.
|
(1)
|
Represents
12 shares of Common Stock and options and warrants to purchase 23,387 shares of Common Stock that are currently exercisable
within 60 days of July 30, 2021.
|
|
|
(2)
|
Represents
71 shares of Common Stock and options to purchase 25,848 shares of Common Stock that are currently exercisable within 60 days
of July 30, 2021.
|
|
|
(3)
|
Represents
2 shares of Common Stock and options to purchase 25,813 shares of Common Stock that are currently exercisable within 60 days
of July 30, 2021.
|
|
|
(4)
|
Represents
options to purchase 25,813 shares of Common Stock that are currently exercisable within 60 days of July 30, 2021.
|
|
|
(5)
|
Represents
13 shares of Common Stock and options to purchase 21,541 shares of Common Stock that are currently exercisable within 60 days
of July 30, 2021.
|
|
|
(6)
|
Represents
23,977 shares of Common Stock, restricted stock units exercisable into 3,000 shares of Common Stock within 60 days
of July 30, 2021, and options to purchase 21,526 shares of Common Stock that are currently exercisable within 60 days
of July 30, 2021
|
|
|
(7)
|
Represents
options to purchase 23,650 shares of Common Stock that are currently exercisable within 60 days of July 30, 2021.
|
EXECUTIVE
AND BOARD COMPENSATION
The
following discussion relates to the compensation of our “named executive officers.”
Summary
Compensation Table
The
following table sets forth information about certain compensation awarded or paid to our named executive officers for the 2020 and 2019
fiscal years.
Name and Principal Position
|
|
Year
|
|
Salary
|
|
|
Bonus
|
|
|
Non-Equity Incentive Plan Compensation
|
|
|
Stock Awards
|
|
|
Option Awards
|
|
|
All Other Comp (1)
|
|
|
Total Compensation
|
|
B. Sonny Bal
|
|
2020
|
|
$
|
415,385
|
|
|
$
|
59,750
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
4,398
|
|
|
$
|
7,909
|
|
|
$
|
487,442
|
|
Chief Executive Officer
|
|
2019
|
|
|
400,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,231
|
|
|
|
401,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bryan McEntire
|
|
2020
|
|
|
253,942
|
|
|
|
29,553
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,398
|
|
|
|
9,780
|
|
|
|
297,673
|
|
Chief Scientific Officer
|
|
2019
|
|
|
238,702
|
|
|
|
4,001
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,610
|
|
|
|
249,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David O’Brien
|
|
2020
|
|
|
298,413
|
|
|
|
28,560
|
|
|
|
-
|
|
|
|
4,579
|
|
|
|
4,398
|
|
|
|
10,257
|
|
|
|
346,207
|
|
Chief Operating Officer
|
|
2019
|
|
|
231,750
|
|
|
|
3,984
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,418
|
|
|
|
242,152
|
|
(1)
|
Amount
reflects matching of 401(k) contributions paid by us, unless otherwise noted.
|
Narrative
Disclosure to Summary Compensation Table. We do not have written employment agreements with any of our executive officers. All of
our executive officers serve on an at-will basis. The base salaries for our named executive officers were determined by our compensation
committee after reviewing a number of factors, including: the responsibilities associated with the position, the seniority of the executive’s
position, the base salary level in prior years, and our financial position; and for executive officers other than our Chief Executive
Officer, recommendations made by our Chief Executive Officer.
Outstanding
Equity Awards at Fiscal Year-End
The
following table shows information regarding equity awards held by our named executive officers as of December 31, 2020:
|
|
Number of Securities Underlying Unexercised Options (#)
|
|
|
Option Exercise
|
|
|
Option Expiration
|
|
Number of Restricted Stock Units that have not
|
|
|
Market value of shares or units of stock that have not
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Price
|
|
|
Date
|
|
vested
|
|
|
vested ($)
|
|
Sonny Bal
|
|
|
1
|
|
|
|
-
|
|
|
$
|
139,158
|
|
|
3/15/2022
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
16
|
|
|
|
-
|
|
|
|
5,221
|
|
|
1/7/2025
|
|
|
-
|
|
|
|
-
|
|
|
|
|
9
|
|
|
|
-
|
|
|
|
2,321
|
|
|
9/16/2025
|
|
|
-
|
|
|
|
-
|
|
|
|
|
28
|
|
|
|
-
|
|
|
|
367
|
|
|
9/14/2026
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
50,000
|
|
|
|
0.47
|
|
|
4/21/2030
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bryan McEntire
|
|
|
19
|
|
|
|
-
|
|
|
|
5,130
|
|
|
8/13/2024
|
|
|
-
|
|
|
|
-
|
|
|
|
|
13
|
|
|
|
-
|
|
|
|
5,221
|
|
|
1/7/2025
|
|
|
-
|
|
|
|
-
|
|
|
|
|
9
|
|
|
|
-
|
|
|
|
608
|
|
|
1/4/2026
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
50,000
|
|
|
|
0.47
|
|
|
4/21/2030
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David O’Brien
|
|
|
9
|
|
|
|
-
|
|
|
|
5,129
|
|
|
7/17/2024
|
|
|
-
|
|
|
|
-
|
|
|
|
|
6
|
|
|
|
-
|
|
|
|
5,222
|
|
|
1/7/2025
|
|
|
-
|
|
|
|
-
|
|
|
|
|
9
|
|
|
|
-
|
|
|
|
608
|
|
|
1/4/2026
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
50,000
|
|
|
|
0.47
|
|
|
4/21/2030
|
|
|
50,000
|
|
|
|
78,500
|
|
401(k)
Plan
We
offer our executive officers, including our named executive officers, retirement benefits, including participation in our tax-qualified
profit sharing plan that includes a “cash-or-deferred” (or 401(k)) feature in the same manner as other employees. The plan
is intended to satisfy the requirements of Section 401 of the Internal Revenue Code. Our employees may elect to reduce their current
compensation by up to the statutorily prescribed annual limit and have a like amount contributed to the plan. In addition, we may make
discretionary and/or matching contributions to the plan in amounts determined annually by our Board. We currently elect to match the
contributions of our employees who participate in our 401(k) plan as follows: a match of 100% on the first 3% of compensation contributed
by a plan participant and a match of 50% on amounts above 3%, up to 5%, of compensation contributed by a plan participant.
Potential
Payments upon Termination or Change in Control
We
had entered into certain agreements and maintained certain plans that may have required us to make certain payments and/or provide certain
benefits to the executive officers named in the Summary Compensation Table in the event of a termination of employment or change in control.
Pursuant
to severance agreements that we have entered into with each of our named executive officers, upon the consummation of a change in control,
all outstanding options, restricted stock and other such rights held by the executives will fully vest. Additionally, if a change in
control occurs and at any time during the one-year period following the change in control (i) we or our successor terminate the executive’s
employment other than for cause (but not including termination due to the executive’s death or disability) or (ii) the executive
terminates his employment for good reason, then such executive has the right to receive payment consisting of a lump sum payment equal
to one-half times his highest annual salary with us during the preceding three-year period, including the year of such termination and
including bonus payments (measured on a fiscal year basis), but not including any reimbursements and amounts attributable to stock options
and other non-cash compensation. “Change in control” is defined in the severance agreements as occurring upon: (i) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities representing 50% or more of the total voting power represented by
our then outstanding voting securities (excluding securities held by us or our affiliates or any of our employee benefit plans) pursuant
to a transaction or a series of related transactions which our Board did not approve; (ii) a merger or consolidation of our company,
other than a merger or consolidation which would result in our voting securities outstanding immediately prior thereto continuing to
represent at least 50% of the total voting securities or such surviving entity or parent of such corporation outstanding immediately
after such merger or consolidation; or (iii) the approval by our stockholders of an agreement for the sale or disposition of all or substantially
all of our assets. As defined in the severance agreements, “cause” means: (i) the executive’s commission of a felony
(other than through vicarious liability or through a motor vehicle offense); (ii) the executive’s material disloyalty or dishonesty
to us; (iii) the commission by the executive of an act of fraud, embezzlement or misappropriation of funds; (iv) a material breach by
the executive of any material provision of any agreement to which the executive and we are party, which breach is not cured within 30
days after our delivery to the executive of written notice of such breach; or (v) the executive’s refusal to carry out a lawful
written directive from our Board. “Good reason” as defined in the severance agreements means, without the executive’s
consent: (i) a change in the principal location at which the executive performs his duties to a new work location that is at least 50
miles from the prior location; or (ii) a material change in the executive’s compensation, authority, functions, duties or responsibilities,
which would cause his position with us to become of less responsibility, importance or scope than his prior position, provided, however,
that such material change is not in connection with the termination of the executive’s employment with us for any reason.
In
the event that an officer entitled to receive or receives payment or benefit under the severance agreements described above, or under
any other plan, agreement or arrangement with us, or any person whose action results in a change in control or any other person affiliated
with us and it is determined that the total amount of payments will be subject to excise tax under Section 4999 of the Internal Revenue
Code, or any similar successor provisions, we will be obligated to pay such officer a “gross up” payment to cover all taxes,
including any excise tax and any interest or penalties imposed with respect to such taxes due to such payment.
Code
of Business Conduct Violations
It
is our policy under our Code of Business Conduct to take appropriate action against any executive officer whose actions are found to
violate the Code or any other policy of SINTX. Disciplinary actions may include immediate termination of employment and, where SINTX
has suffered a loss, pursuing its remedies against the executive officer responsible. SINTX will cooperate fully with the appropriate
authorities where laws have been violated.
Role
of the Board in Risk Oversight
Risk
is inherent with every business, and how well a business manages risk can ultimately determine its success. Management is responsible
for the day-to-day management of the risks that we face, while our Board of Directors, as a whole and through its committees, has responsibility
for the oversight of risk management. In its risk oversight role, our Board of Directors is responsible for satisfying itself that the
risk management processes designed and implemented by management are adequate and functioning as designed.
Our
Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through
our Board of Directors as a whole, as well as through various standing committees of the Board of Directors that address risks inherent
in their respective areas of oversight. In particular, our Board of Directors is responsible for monitoring and assessing strategic risk
exposure, including a determination of the nature and level of risk appropriate for us. Our Audit Committee has the responsibility to
consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures,
including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also
monitors oversight of the performance of our internal audit function. Our Corporate Governance and Nominating Committee monitors the
effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating
conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to
encourage excessive risk-taking or promote behaviors contra to our Code of Business Conduct.
Board
Compensation
The
following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2020 to each of our non-employee
directors.
Name
|
|
Fees Earned or Paid in Cash
($)
|
|
|
Stock Awards
($)
|
|
|
Option Awards
($)
|
|
|
Total
($)
|
|
David W. Truetzel
|
|
$
|
125,507
|
|
|
$
|
-
|
|
|
$
|
5,277
|
|
|
$
|
130,784
|
|
Jeffrey S. White
|
|
|
41,000
|
|
|
|
-
|
|
|
|
5,277
|
|
|
|
46,277
|
|
Eric A. Stookey
|
|
|
44,000
|
|
|
|
-
|
|
|
|
5,277
|
|
|
|
49,277
|
|
Mark Froimson
|
|
|
40,708
|
|
|
|
-
|
|
|
|
4,838
|
|
|
|
45,546
|
|
The
following compensation schedule sets forth compensation for non-employee directors (paid on a quarterly basis) as approved by the Board:
|
●
|
Annual
Retainer of $40,000 paid in four equal installments of $10,000 each at the beginning of each calendar quarter;
|
|
|
|
|
●
|
$1,000
for each board and committee meeting attended in person;
|
|
|
|
|
●
|
$500
for each board and committee meeting attended via telephone or other remote medium; and
|
|
|
|
|
●
|
Reimbursement
of reasonable expenses as supported by documentation and receipts.
|
A
new Board appointee receives an award of 40,000 stock options upon appointment. Further, each member of the Board is awarded an option
grant for 15,000 stock options on an annual basis.
The
chair of the Audit Committee is paid an annual retainer of $120,000 payable in monthly increments of $10,000 each.
Equity
Compensation Plan Information
The
following table sets forth information as of December 31, 2020 relating to all of our equity compensation plans:
Plan Category
|
|
(a) Number of
Securities
to be Issued upon
Exercise of
Outstanding
Options
|
|
|
(b) Weighted-
average
Exercise
Price of
Outstanding
Options
|
|
|
(c) Number of Securities
Remaining Available for Future Issuance under
Equity Compensation
Plans (Excluding
Securities Referenced
in Column (a))
|
|
Equity compensation plans
approved by stockholders
|
|
|
515,393
|
(1)
|
|
$
|
5.53
|
(2)
|
|
|
1,387,503
|
|
Equity compensation plans not
approved by Stockholders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
515,393
|
(1)
|
|
$
|
5.53
|
(2)
|
|
|
1,387,503
|
|
(1)
|
Includes
options outstanding under our 2012 Equity Incentive Plan.
|
|
|
(2)
|
Represents
weighted-average exercise price per share of common stock acquirable upon exercise of outstanding stock options.
|
2020
Equity Incentive Plan
The
2020 Plan provides for the grant of nonqualified stock options, incentive stock options, restricted stock, restricted stock units, stock
appreciation rights (SARs), and performance share awards to employees, officers, consultants, advisors, non-employee directors and independent
contractors designated by either the board of directors of the Company or if so authorized by the board of directors, the Compensation
Committee (the “Committee”) of the Board of Directors. Under the 2020 Plan, the maximum number of shares of common stock
which may be issued, subject to adjustment as described below, is 1,902,520 shares of common stock, which includes 2,520 shares that
have been rolled over from our 2012 Plan. In addition, there are 377 shares subject to outstanding awards under our 2012 Plan that, if,
after April 21, 2020, are forfeited or reacquired by the Company due to termination or cancellation of such awards shall also be permitted
to be granted under the 2020 Plan. For stock options and SARs, the aggregate number of shares with respect to which such awards are exercisable,
rather than the number of shares actually issued upon exercise, will be counted against the number of shares available for awards under
the 2020 Plan. If awards under the 2020 Plan expire or otherwise terminate without being exercised, the shares not acquired pursuant
to such awards again become available for issuance under the 2020 Plan in accordance with its terms. However, under the following circumstances,
shares will not again be available for issuance under the 2020 Plan: (i) shares unissued due to a “net exercise” of a stock
option, (ii) any shares withheld, or shares tendered to satisfy tax withholding obligations with respect to a stock option or SAR, (iii)
shares covered by a SAR that is not settled in shares upon exercise and (iv) shares repurchased using stock option exercise proceeds.
Administration
The
2020 Plan will be administered by the Committee, or in the board of director’s sole discretion, by the board of directors. The
Board of Directors will fill vacancies on and from time to time may remove or add members to the Committee, and the Committee will be
so constituted to permit awards granted under the 2020 Plan to be exempt from Section 16(b) of the Securities Exchange Act of 1934 (the
“Exchange Act”) and to permit grants of awards under the plan to comply with or any other statutory rule or regulatory requirements,
unless otherwise determined by the Board of Directors.
Subject
to the express provisions of the 2020 Plan, the Committee has authority to administer and interpret the 2020 Plan, including the authority
to determine who is eligible to participate in the 2020 Plan and to whom and when awards are granted under the 2020 Plan, to grant awards,
to determine the number of shares of common stock subject to awards and the exercise or purchase price of such shares under an award,
to establish and verify the extent of satisfaction of any performance criteria applicable to awards, to prescribe and amend the terms
of the agreements evidencing awards made under the 2020 Plan, and to make other determinations deemed necessary or advisable for the
administration of the 2020 Plan. Also, subject to the requirements of Delaware General Corporation Law and any limitations under applicable
stock exchange rules, the Committee also has the power to delegate to officers the authority to grant and determine the terms and conditions
of awards granted under the 2020 Plan. These delegated officers shall not be permitted to grant awards to any person subject to Rule
16b-3 under the Exchange Act or Code.
Eligibility
Participants
under the 2020 Plan are limited to employees, officers, non-employee directors, and consultants providing services to the Company, or
any person to whom an offer of employment or engagement with the Company is extended. In determining to whom awards will be granted and
the nature of such each award, the Committee may take into account the nature of the services rendered by the respective participant,
their present and potential contributions to the success of the Company or such other factors as the Committee, in its discretion, deems
relevant.
General
Terms and Conditions of Awards
Nonqualified
Stock Options
The
Committee may grant nonqualified stock options under the 2020 Plan which do not meet the requirements of Section 422 of the Code and
which will be subject to the following terms and conditions. The option exercise price per share will be determined by the Committee
but will not be less than 100% of the “fair market value” of the common stock on the date of grant of such option. The term
“fair market value” means either (a) if the common stock is listed on any established stock exchange, the closing price for
the common stock on the date of grant or (b) in the absence of an established market for the common stock, the fair market value shall
be determined in good faith by the Committee and such determination shall be conclusive and binding on all persons. The exercise price
of an option may be paid through various means specified by the Committee, including in cash or check, by delivering to the Company shares
of common stock or by a reduction in the number of shares issuable pursuant to such option. Except in limited circumstances, every option
which has not been exercised within ten years of its date of grant will lapse upon the expiration of the ten-year period, unless it has
lapsed at an earlier date as determined by the Committee.
During
the lifetime of a participant, except as otherwise may be provided by the Committee in its discretion, options granted to that participant
under the 2020 Plan generally will be nontransferable and exercisable only by the participant. A participant will have the right to transfer
any options granted to such participant upon such participant’s death either by the terms of such participant’s will or under
the laws of descent and distribution.
Incentive
Stock Options
The
Committee may grant incentive stock options under the 2020 Plan which meet the requirements of section 422 of the Code. Under the 2020
Plan, the aggregate fair market value, determined at the time the option is granted, of the common stock with respect to which incentive
stock options are exercisable for the first time by any participant during any calendar year (under the 2020 Plan and any other incentive
stock option plans of the Company) may not exceed $100,000, or any other limit as may be prescribed by the Code from time to time. The
option exercise price per share will be determined by the Committee but will not be less than 100% of the “fair market value”
of the common stock on the date of grant of such option. In the case of a grant of an incentive stock option to a participant who, at
the time such option is granted, owns stock possessing more than 10% of the combined voting power of all classes of stock of the Company,
the option exercise price per share under such option will not be less than 110% of the “fair market value” of the common
stock on the date of grant of such option and such option will expire and no longer be exercisable no later than five years from the
date of grant of such option.
SARs
The
committee may grant SARs under the 2020 Plan. Subject to the express provisions of the 2020 Plan and as discussed in this paragraph,
the Committee has discretion to determine the grant value, term, methods of exercise, dates of exercise, methods of settlement and any
other terms and conditions of any SAR. The grant value of each SAR granted under the 2020 Plan will be determined by the Committee. Every
SAR which has not been exercised within ten years of its date of grant will lapse upon the expiration of such ten-year period, unless
it has lapsed at an earlier date as determined by the Committee.
Restricted
Stock and Restricted Stock Units
The
Committee may grant restricted stock or restricted stock units under the 2020 Plan. Restricted stock and restricted stock units will
be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a share
of restricted stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse
separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate. For example,
awards may, at the Committee’s discretion, be conditioned upon a participant’s completion of a specified period of service,
or upon the achievement of one or more performance goals established by the Committee, or upon any combination of service-based and performance-based
conditions. A restricted stock or restricted stock unit award that is conditioned in whole or in part upon the achievement of one or
more financial or other company-related performance goals (including goals specific to the participant’s individual performance,
other than performance of service alone) is generally referred to as a performance share or performance share unit award.
Any
restricted stock granted under the 2020 Plan shall be issued at the time such awards are granted and may be evidenced in such manner
as the Committee may deem appropriate. In the case of restricted stock units, no common stock shall be issued at the time such awards
are granted. Upon the lapse or waiver of restrictions and the restricted period relating to restricted stock units evidencing the right
to receive common stock, such common stock shall be issued and delivered to the holder of the restricted stock units.
Except
as otherwise determined by the Committee, if a director resigns or is removed or if the employment of an employee holding restricted
stock or restricted stock units terminates during the applicable restricted period, the restricted stock and/or restricted stock units
held by such director or employee will be forfeited and reacquired by the Company.
Transferability
Generally,
no award (other than fully vested and unrestricted shares) and no right under any such award shall be transferable by a participant other
than by will or by the laws of descent and distribution, and no award (other than fully vested and unrestricted shares) or right under
any such award may be pledged, alienated, attached or otherwise encumbered. If a transfer is allowed by the Compensation Committee (other
than for fully vested and unrestricted shares), the transfer will be for no value and shall comply with the Form S-8 rules. The Committee
may establish procedures to allow a participant to designate a beneficiary or beneficiaries, to exercise the rights of the participant
and receive any property distributable with respect to an award in the event of the participant’s death.
Corporate
Transactions
In
the event of any Change-in-Control Event (as defined in the 2020 Plan), reorganization, merger, consolidation, split-up, spin-off, combination,
plan of arrangement, take-over bid or tender offer, repurchase or exchange of common stock or other securities of the Company or any
other similar corporate transaction or event involving the Company, all outstanding options and SARs shall become immediately exercisable
with respect to 100% of the shares subject to such options or SARs, and/or the restricted period shall expire immediately with respect
to 100% of the outstanding shares of restricted stock awards or restricted stock units. Further, with respect to performance share awards
and cash awards, in the event of a Change-in-Control, all performance goals or other vesting criteria will be deemed achieved at 100%
of target levels and all other terms and conditions will be deemed met.
In
addition, in the event of a Change-in-Control, the Committee may in its discretion and upon at least 10 days’ advance notice to
the affected persons, cancel any outstanding awards and pay to the holders thereof, in cash or stock, or any combination thereof, the
value of such awards based upon the price per share of common stock received or to be received by other shareholders of the Company in
the event. In the case of any option or SAR with an exercise price (or SAR Exercise Price in the case of a SAR) that equals or exceeds
the price paid for a share of common stock in connection with the Change-in-Control, the Committee may cancel the option or SAR without
the payment of consideration therefor.
Amendment
and Termination
No
awards may be granted pursuant to the 2020 Plan after the ten-year anniversary of the effective date of the 2020 Plan which, if the shareholders
approve the amendment and restatement of the 2020 Plan, will be April 21, 2030. Except to the extent stockholder approval or participant
consent is required as provided by the 2020 Plan, the Board may amend, modify or terminate the 2020 Plan.
The
Committee may amend, modify or terminate an outstanding award, provided, however, that, except as expressly provided in the 2020 Plan,
the Committee may not, without the participant’s consent, amend, modify or terminate an outstanding award unless it determines
that the action would not adversely alter or impair the terms or conditions of such award. However, the Committee reserves the right
to reprice any previously granted “underwater” option or SAR by (i) lowering the exercise price, (ii) canceling the underwater
option or SAR and granting a substitute award, or (iii) repurchasing the underwater option or SAR.
2012
Equity Incentive Plan
The
Company is no longer making equity awards under the 2012 Plan. As outstanding awards under the 2012 Plan expire or terminate the shares
allocated to such awards will rollover to the 2020 Plan. All shares that were available for award under the 2012 Plan have been rolled
into the 2020 Plan.