- Current report filing (8-K)
February 26 2010 - 8:10AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
February
23, 2010
Date of
Report (date of earliest event reported)
SENORX,
INC.
(Exact
name of Registrant as specified in its charter)
Delaware
|
001-33382
|
33-0787406
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(I.R.S.
Employer
|
incorporation
or organization)
|
|
Identification
Number)
|
3
Morgan, Irvine, California 92618
(Address
of principal executive offices)
(949)
362-4800
(Registrant’s
telephone number, including area code)
N/A
(
Former name or former address, if
changed since last report
)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Executive
Compensation
At a
meeting of the Compensation Committee of our Board of Directors held on February
23, 2010, a number of matters relating to the compensation of our Executive
Officers were discussed and approved. The chart below summarizes the Cash Bonus
Plan for 2010 that was approved by the Compensation Committee.
Name
|
Position
|
Salary
(1)
|
|
2010
Cash Bonus
Plan
(2)
|
Total
Cash
Compensation
(3)
|
Lloyd
H. Malchow
|
Chairman
of Board of Directors
(4)
|
$375,264
|
|
50%
|
$656,712
|
John
T. Buhler
|
President,
Chief Operating Officer and Acting Chief Executive Officer
|
$296,815
|
(5)
|
50%
|
$576,207
|
Kevin
J. Cousins
|
Vice
President of Finance and Chief Financial Officer
|
$249,712
|
|
40%
|
$399,539
|
Paul
Lubock
|
Senior
Vice President and Chief Technical Officer
|
$261,202
|
|
40%
|
$417,923
|
William
F. Gearhart
|
Vice
President, Global Marketing and Corporate Development
|
$252,847
|
|
40%
|
$404,555
|
(1) Base
salary for 2010 was previously approved and disclosed.
(2) Bonus
amounts are calculated as a percentage of base salary that will actually be
earned in 2010. The percentages listed on the table for each Executive Officer
reflect payouts assuming 100% achievement (but not overachievement) of the
underlying 2010 Cash Bonus Plan goals. There are three quantitative
bonus criteria: gross revenue, net income and year-end cash balances; each
representing one quarter of the total bonus opportunity. In addition, the
Compensation Committee has also reserved the right to award an additional one
quarter of the bonus opportunity on a discretionary basis. To the extent
Executive Officers are eligible to receive a bonus under the 2010 Cash Bonus
Plan, such bonuses may be made in the form of cash or an equivalent value of
Restricted Stock Units and in either case, will be paid following the audit of
our financial statements for the 2010 fiscal year. Each Executive
Officer must be an employee as of December 31, 2010 to earn any bonus that
otherwise becomes due and payable pursuant to the 2010 Cash Bonus
Plan.
(3) The
amount represents the target for total cash compensation, including current base
salary and maximum bonus payout under the 2010 Cash Bonus Plan (such maximum
bonus payout amount based on 150% over-achievement of the three quantitative
bonus criteria and 150% over-achievement payout of the discretionary
component).
(4)
Currently on paid medical leave of absence.
(5) Bonus
amounts are calculated as a percentage of base salary that will actually be
earned in 2010. Mr. Buhler’s current base salary is $296,815. As previously
disclosed, during such period as he is Acting Chief Executive Officer, he is
being paid an additional $3,000 per month. The actual amount of such payments
will be added to his base salary for 2010 for the purpose of computing the bonus
payment payable to him pursuant to the 2010 Cash Bonus Plan.
In
addition, in connection with key contributions in 2009 and payable immediately,
the Compensation Committee also approved a $60,000 bonus payment to Paul
Lubock.
The
primary goal of our compensation program is to help us attract and retain
talented, qualified employees. Executive compensation is comprised of (i) a
cash-based salary component, which we have just adjusted pursuant to our normal
annual review by our Compensation Committee based on the individual performance
of the executive, (ii) annual cash incentive bonus payments upon achievement of
corporate objectives, which we have just set for 2010 and (iii) an equity
component providing long-term compensation based on company performance. The
long-term component of executive compensation is designed to align management’s
incentives with the generation of long-term stockholder value. Additionally, our
compensation programs are designed to be competitive with other companies in our
industry.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
|
SENORX,
INC.
|
Date: February
26, 2010
|
By:
/s/ Kevin J.
Cousins
|
|
Kevin
J. Cousins
|
|
Chief
Financial Officer,
Vice President,
Finance
|
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