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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
March 4, 2019, Misonix, Inc. (the “Company”) issued a press release announcing the appointment of Sharon W. Klugewicz
as the Company’s Chief Operating Officer, effective March 1, 2019.
A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Ms.
Klugewicz, age 51, joins the Company from Chembio Diagnostic Systems, Inc. (“Chembio”), a manufacturer
of diagnostic tests for infectious diseases, where she most recently served as Chief Quality & Regulatory Affairs
Officer since July 2018. Prior to her role as Chief Quality & Regulatory Affairs Officer, Ms. Klugewicz served in various
roles for Chembio, including President, Americas Region, acting CEO from May 2017 to October 2017, Chief Operating Officer
from May 2013 to August 2016 and Vice President, QA/QC/Technical Operations. Prior to joining Chembio in September
2012, Ms. Klugewicz, served as Senior Vice President, Scientific & Laboratory Services at Pall Corporation, a world
leader in filtration, separation and purification technologies. Prior to that, Ms. Klugewicz held a number of executive
positions at Pall Corporation over her 21-year tenure there, including Sr. Vice President, Scientific & Laboratory
Services, as well as Sr. Vice President, Global Quality Operations in the Pall Life Sciences Division. Prior to that she
held roles in Marketing Product Management, and Field Technical Services. Ms. Klugewicz holds an M.S. in Biochemistry from
Adelphi University and a B.S. in Neurobiology from Stony Brook University.
In
connection with Ms. Klugewicz’s appointment as the Company’s Chief Operating Officer, the Company entered into an
offer letter agreement with Ms. Klugewicz dated February 6, 2019 (the “Offer Letter”). Under the terms of the Offer
Letter, Ms. Klugewicz will be paid a base salary of $250,000 per year and will be eligible to receive an annual performance based
cash incentive compensation opportunity based upon 25% of her base salary. In addition, pursuant to the terms of the Offer Letter, Ms. Klugewicz will receive a vehicle allowance of $600 and, upon completion of six months of employment with the Company, will be eligible to participate in the Company's 401(k) plan.
The
foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the
complete text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
In
addition, in connection with the offer of employment, Ms. Klugewicz will receive a one-time grant of 25,000 stock options, with
a grant date fair value of $1,370,200, under the Company’s 2014 Equity Incentive Plan. Such stock options will vest equally
over the next four years and are composed of 80% incentive stock options and 20% non-qualified stock options.
Ms.
Klugewicz is not party to any transactions with the Company that would be required to be disclosed pursuant to Item 404 of Regulation
S-K of the Securities Exchange Act of 1934.