Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Short Term Incentive Performance Plan

On January 16, 2023, the compensation committee (the "Compensation Committee") of the Board of Directors (the "Board") of ProKidney Corp. (the "Company") established a Short Term Incentive Performance Plan (the "STI Plan"), which sets forth the terms of cash incentive bonus opportunities for employees of the Company. The STI Plan is designed to provide a short-term cash incentive opportunity to the Company's employees for the achievement of specific corporate and individual performance goals during each applicable plan year. To be eligible to receive a bonus under the STI Plan, a participant in the plan must be employed by the Company as of both September 30th of the applicable plan year and the payment date and must achieve a minimum level of performance.

Under the STI Plan, participating employees are eligible to receive cash bonus awards based on a target expressed as a percentage of the participant's annualized base salary earned during the applicable plan year (subject to a maximum limit of 150% of such participant's base salary), determined based on the achievement of weighted performance measures consisting of the achievement of certain corporate goals for the applicable plan year and an evaluation of individual performance measured against pre-established individual performance goals for the applicable plan year. The Board and/or Compensation Committee will set the corporate goals for each applicable plan year.

The foregoing description of the STI Plan is not complete and is qualified in its entirety by reference to the STI Plan, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits .

The exhibits filed as part of this Current Report on Form 8-K are listed in the index to exhibits immediately preceding the signature page to this Current Report on Form 8-K, which index to exhibits is incorporated herein by reference.



Exhibit No.                            Description of Exhibit

10.1             ProKidney Short Term Incentive Performance Plan

104            Cover Page Interactive Data File (embedded within Inline XBRL document)

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