Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Executive Officer and Director
On January 14, 2022, Jack Peurach, the President, Chief Executive Officer and a
director of Ekso Bionics Holdings, Inc. (the "Company"), notified the Company of
his intention to resign as an officer and member of the Board of Directors (the
"Board") of the Company to pursue other endeavors. On January 20, 2022, the
Board and Mr. Peurach reached an understanding regarding his decision to leave
the Company and entered into an Executive Separation and Release Agreement (the
"Separation Agreement") pursuant to which Mr. Peurach's last day of service as
the President, Chief Executive Officer and as a member of the Company's Board is
January 21, 2022. Mr. Peurach's resignation is not because of any disagreement
with the Company on any matter relating to the Company's operations, policies,
or practices.
Pursuant to the Separation Agreement, in exchange for certain releases and
Mr. Peurach's agreement to provide certain transition services to the Company,
the Company will provide Mr. Peurach the following benefits: (i) an amount equal
to nine months of his annual base salary, payable in equal installments on the
Company's regular payroll dates and paid less all applicable deductions and
withholdings; (ii) if Mr. Peurach timely elects to continue his participation in
the Company's group health insurance plan under applicable COBRA regulations,
the Company will pay the applicable COBRA premiums until the earliest of nine
months following Mr. Peurach's resignation or the end of his COBRA continuation
period, whichever is earlier, provided, however, the Company's obligations to
pay such premiums will terminate earlier if he becomes eligible for health
insurance coverage from another employer during such period; (iii) a one-time
lump sum payment of cash in the amount of $187,250, less applicable deductions
and withholdings; and (iv) accelerated vesting of the following time and
performance-based restricted stock units (the "RSUs") previously awarded to
Mr. Peurach: 1) a portion of the RSU award granted on March 3, 2021, originally
scheduled to vest on March 3, 2022, equal to 15,241 RSUs; 2) a portion of the
performance unit award granted on March 3, 2021, originally scheduled to vest on
March 3, 2022 subject to achievement of performance at specified metrics level
for 2021, equal to 15,241 performance units; and 3) a portion of the RSU award
granted on August 31, 2021, equal to 12,500 RSUs. Mr. Peurach's remaining
unvested performance and time-based restricted stock units will be forfeited.
The foregoing summary of the Separation Agreement does not purport to be
complete and is qualified in its entirety by reference to such agreement, a copy
of which is filed as Exhibit 10.1 and incorporated herein by reference.
Appointment of Chief Executive Officer
On January 20, 2022, the Company's Board appointed Steven Sherman, who currently
serves as the Chairman of the Board, to become Chief Executive Officer of the
Company effective January 22, 2022. Mr. Sherman will continue to serve as a
member of the Chairman of the Board of the Company, and Board member Stanley
Stern has been designated the Board's lead independent director.
Mr. Sherman, 76, has served as the Company's Chairman of the Board since
January 2014, including service as Executive Chairman from October 2018 through
December 2020. He also previously served on the board of directors of Ekso
Bionics, Inc., the Company's wholly owned subsidiary, from December 2013 until
January 2014. Mr. Sherman is the Chairman of Imetric, an IoT platform for
consumer and enterprise. Since 1988, Mr. Sherman has been a member of Sherman
Capital Group, a merchant banking organization with a portfolio of private and
public investments. Mr. Sherman is the former Chairman of Purple Wave Inc., an
online auction platform and is a founder of Novatel Wireless, Inc. (Nasdaq:
NVTL), Vodavi Communications Systems Inc. (Nasdaq: VTEK) and Main Street and
Main Inc. Previously, Mr. Sherman has served as a director of Telit; Chairman of
Airlink Communications, Inc. until its sale to Sierra Wireless, Inc.; Chairman
of Executone Information Systems (Nasdaq NM: XTON); and as a director of
Inter-Tel (Delaware) Incorporated (Nasdaq: INTL).
On January 21, 2022, the Company entered into an Employment Agreement with
Mr. Sherman (the "Employment Agreement"), which provides for a one-year
employment period. Under the Employment Agreement, Mr. Sherman will receive an
annual base salary at the rate of $453,000 per year, provided that in lieu of
cash payments, within 30 days following the beginning of the employment period,
the Company will grant Mr. Sherman an award of restricted shares of the
Company's common stock or restricted stock units under the Company's Amended and
Restated 2014 Equity Incentive Plan (the "EIP"), which award will vest in 12
equal monthly installments subject to his continued employment with the Company
(the "Equity Award"). Mr. Sherman will also be eligible to receive an annual
bonus in an amount up to 75% of his base salary, in an amount, if any, as the
Board may determine in its sole discretion, and which will also be payable in
shares of the Company's common stock. Mr. Sherman may have additional
opportunity for equity grants beginning six months after the effective date of
the agreement based on performance metrics as determined by the Compensation
Committee and approved by the Board. If Mr. Sherman is terminated without cause,
subject to his signing a general release (a) any unvested portion of
Mr. Sherman's Equity Award will become fully vested, and (b) he will receive a
pro-rated target bonus, payable in the Company's common stock.
Under the Employment Agreement, Mr. Sherman and his dependents will also be
entitled to participate in any of our employee benefit plans subject to the same
terms and conditions applicable to other employees. Mr. Sherman will be entitled
to be reimbursed for all reasonable travel, entertainment and other expenses
incurred by him for the purpose of conducting our business, in accordance with
our policies. During his service as an employee of the Company, Mr. Sherman will
not be eligible for compensation as a Board member.
The foregoing summary of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to such agreement, a copy
of which is filed as Exhibit 10.2 and incorporated herein by reference.
There are no related party transactions between Mr. Sherman and the Company as
defined in Item 404(a) of Regulation S-K. There are no family relationships
between Mr. Sherman and any other director, executive officer or person
nominated or chosen to be a director or executive officer of the Company.
Appointment of President and Chief Operating Officer
On January 20, 2022, the Company's Board appointed Scott Davis to become
President and Chief Operating Officer effective January 22, 2022.
Mr. Davis, 52, has served as the Company's Executive Vice President of Strategy
and Corporate Development since April 2021. Mr. Davis has more than two decades
of worldwide leadership success in fast growing high-tech companies. Prior to
joining the Company, from December 2018 through March 2021, Mr. Davis served as
Chief Executive Officer of Globalmatix, Inc., a disruptive IoT connected
telematics solution provider, and from January 2017 through December 2018, he
served as SVP Strategy for GetWireless, LLC, a telecommunications equipment
provider. From 2015 through 2020, he provided C-level consulting services
assisting on scalability, process improvement, business development, M&A support
and go-to-market strategy as President of SGD Executive Services LLC. From 2007
through 2015, Mr. Davis served as Vice President of Global Sales Enterprise
Solutions for Sierra Wireless, Inc. (SWIR). Mr. Davis has a B.S. in Business
Administration from Bloomsburg University.
On February 22, 2021, the Company entered into an offer letter with Mr. Davis in
connection with his retention as Executive Vice President of Strategy and
Corporate Development (the "Offer Letter"). Under his Offer Letter, Mr. Davis is
entitled to a base salary of $295,000 per year, and is eligible to participate
in the Company's annual bonus program, in which he may receive up to 50% of his
base salary based on Company and individual performance against milestones for
the year. In April 2021, Mr. Davis also received equity awards of 36,700
restricted stock units and 36,700 performance units under the EIP, each of which
vest over three years.
If the Company terminates Mr. Davis' employment without cause, he will be
entitled to severance in the form of salary continuation at his base salary rate
for nine months, provided that if such termination occurs before the first
anniversary of his employment, the severance period will equal six months. He
would also be entitled to continuation or reimbursement for participation in the
Company's group health plan and other benefits to extent permitted during the
severance period.
Mr. Davis is also eligible to participate in regular health insurance, bonus and
other employee benefit plans established by the Company for its employees from
time to time.
The foregoing summary of the Offer Letter does not purport to be complete and is
qualified in its entirety by reference to such agreement, a copy of which is
filed as Exhibit 10.3 and incorporated herein by reference
There are no related party transactions between Mr. Davis and the Company as
. . .
Item 8.01. Other Events
On January 21, 2022, the Company issued a press release announcing the
leadership changes discussed in Item 5.02. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In connection with the leadership changes discussed in Item 5.02 and the
previously disclosed appointment of Dr. Corinna Lathan to the Board, effective
January 22, 2022, the Board has disbanded its Strategy Committee and appointed
committee assignments as follows: directors Mary Ann Cloyd, Dr. Corinna Lathan,
Dr. Charles Li and Stanley Stern will comprise the Audit Committee, with Dr. Li
serving as chair; directors Mary Ann Cloyd, Dr. Charles Li and Rhonda Wallen
will comprise the Compensation Committee, with Ms. Wallen serving as chair; and
directors Mary Ann Cloyd, Dr. Corinna Lathan and Rhonda Wallen will comprise the
Nominating and Governance Committee, with Ms. Cloyd serving as chair.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Description
10.1 Executive Separation and Release Agreement, dated January 20, 2022,
between the Company and Jack Peurach
10.2 Employment Agreement, dated January 21, 2022, between the Company and
Steven Sherman
10.3 Offer Letter, dated February 22, 2021, between the Company and Scott
Davis
99.1 Press release dated January 21, 2022
104 Cover Page Interactive Data File (embedded as Inline XBRL document)
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