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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

 

Date of Report (Date of earliest event reported): December 20, 2021

 

 

 

CORMEDIX INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-34673   20-5894890

(State or Other Jurisdiction

of Incorporation) 

 

(Commission File Number) 

 

(IRS Employer

Identification No.) 

 

300 Connell Drive, Suite 4200

Berkeley Heights, NJ

 

(Address of Principal Executive Offices, and Zip Code)

 

07922

 

(Zip Code)

 

(908) 517-9500

 

(Registrant’s Telephone Number, Including Area Code)

 

 

 

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value per share   CRMD   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

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

 

On December 20, 2021, the Board of Directors (the “Board”) of CorMedix Inc. (the “Company”) adopted an Executive Bonus Plan (the “Plan”), which will be used to grant annual and other performance bonuses to executives, including the named executive officers. The Plan provides for bonuses based on achievement of performance objectives, as determined by the Compensation Committee of the Board (the “Committee”) for each performance period.

 

Participants may receive bonuses based on a target bonus amount, which may be a percentage of the participant’s base salary or such other amount as the Committee determines, and achievement of the applicable performance objectives. Bonuses are subject to continued employment through the end of the applicable performance period and compliance with restrictive covenant agreements. The Committee will set the performance periods, target bonuses and performance objectives and will select the eligible executives for each performance period. The performance metrics may include (but shall not be limited to) any of the following: (i) net earnings or net income (before or after taxes); (ii) earnings per share; (iii) net sales growth; (iv) net operating profit; (v) return measures (including, but not limited to, return on assets, capital, equity, or sales); (vi) cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital); (vii) cash flow per share; (viii) earnings before or after taxes, interest, depreciation, and/or amortization; (ix) gross or operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or ratios; (xiii) charge-off levels; (xiv) improvement in or attainment of revenue levels; (xv) margins; (xvi) operating efficiency; (xvii) operating expenses; (xviii) economic value added; (xix) improvement in or attainment of expense levels; (xx) improvement in or attainment of working capital levels; (xxi) debt reduction; (xxii) capital targets; (xxiii) regulatory, clinical, or manufacturing milestones; (xxiv) consummation of acquisitions, dispositions, projects or other events or transactions; (xxv) developing strategic plans, (xxvi) objectives related to product development, testing, product design, regulatory approval, product manufacturing and other business needs, and (xxvii) personal objectives for the participant. Bonuses are to be paid in a cash lump sum within 2 ½ months following the end of the applicable performance period (but no later than March 15 of the calendar year following the calendar year in which the performance period ends).

 

Effective as of the inception of the Plan, the Committee approved a special performance bonus opportunity under the Plan for Dr. Matthew David, Interim Chief Executive Officer and Chief Financial Officer, Dr. Phoebe Mounts, Executive Vice President and General Counsel, and Ms. Liz Masson-Hurlburt, Executive Vice President and Head of Clinical Operations, to provide an incentive for the Company’s leadership team to accomplish specific performance objectives during a performance period beginning October 1, 2021 and ending March 31, 2022. The executives have an opportunity to earn a performance bonus of up to 30% of salary for Dr. Mounts and Ms. Masson-Hurlburt and up to 60% of salary for Dr. David based on attainment of key performance objectives, continued employment and compliance with restrictive covenants. With new leadership under Dr. David as Interim Chief Executive Officer, the Committee determined that it was appropriate to provide specific targeted performance objectives tied to incentive payments to drive performance that is intended to support the long-term performance of the Company.

 

The foregoing summary of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. A form of grant letter to be used under the Plan is attached as Exhibit 10.2 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.  

Description

     
10.1   Executive Bonus Plan
10.2   Form of bonus grant letter
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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.

 

 

CORMEDIX INC.

   
Date: December 23, 2021  
   
  By: /s/ Matthew T. David
  Name:   Matthew T. David
  Title: Interim Chief Executive Officer and
Chief Financial Officer

 

 

2

 

 

Exhibit 10.1

 

CORMEDIX INC.

EXECUTIVE BONUS PLAN

 

I. Purpose. The purpose of the CorMedix Inc. Executive Bonus Plan (the “Plan”) is to provide a means whereby CorMedix Inc. (the “Company”) may provide incentive compensation to its eligible employees to serve as an incentive for employee performance and retention. The Plan is effective as of December 20, 2021.

 

II. Definitions. Whenever used in this Plan, the following terms will have the respective meanings set forth below:

 

2.1 “Board” means the Board of Directors of the Company.

 

2.2 “Code” means the Internal Revenue Code of 1986, as amended.

 

2.3 “Committee” means the Compensation Committee of the Board.

 

2.4 “Company” means CorMedix Inc. or any successor thereto.

 

2.5 “Participant” means a salaried executive of the Company who is selected to participate in the Plan by the Committee, as described in Section III of the Plan.

 

2.6 “Performance Period” means a period of time determined by the Committee in its discretion during which the specified performance metrics must be met.

 

2.7 “Plan” means this CorMedix Inc. Executive Bonus Plan, as in effect from time to time.

 

III. Participation. The Committee shall select such executives as it deems appropriate to participate in the Plan for a Performance Period. The Company shall notify the Participants in writing of their participation in the Plan.

 

IV. Bonus.

 

4.1 Target Bonus. For each Performance Period, the Committee shall specify a target bonus for each Participant, which may be a percentage of the Participant’s base salary or such other amount as the Committee determines. Each Participant shall be eligible to receive a bonus for the Performance Period based on the achievement of performance metrics during the Performance Period and such other factors as the Committee determines. The amount actually paid to a Participant may be more or less than the target bonus amount, depending on the extent to which the performance metrics and other conditions are met and the Committee’s exercise of discretion.

 

 

 

 

4.2 Performance Metrics. The Committee shall establish performance metrics for each Performance Period, which may include, but shall not be limited to, any of the following criteria: (i) net earnings or net income (before or after taxes); (ii) earnings per share; (iii) net sales growth; (iv) net operating profit; (v) return measures (including, but not limited to, return on assets, capital, equity, or sales); (vi) cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital); (vii) cash flow per share; (viii) earnings before or after taxes, interest, depreciation, and/or amortization; (ix) gross or operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or ratios; (xiii) charge-off levels; (xiv) improvement in or attainment of revenue levels; (xv) margins; (xvi) operating efficiency; (xvii) operating expenses; (xviii) economic value added; (xix) improvement in or attainment of expense levels; (xx) improvement in or attainment of working capital levels; (xxi) debt reduction; (xxii) capital targets; (xxiii) regulatory, clinical, or manufacturing milestones; (xxiv) consummation of acquisitions, dispositions, projects or other events or transactions; (xxv) developing strategic plans, (xxvi) objectives related to product development, testing, product design, regulatory approval, product manufacturing and other business needs, and (xxvii) personal objectives for the Participant.

 

4.3 Approval of Bonus Payments.

 

(a) At the end of the Performance Period, the Board shall determine the amount of each Participant’s bonus, if any, based on achievement of the performance metrics, subject to the Committee’s discretion to make appropriate adjustments. The Committee shall have sole discretion to determine whether and to what extent the performance metrics have been met. The Committee may adjust the performance results for extraordinary items or other events or circumstances, as the Committee deems appropriate, and the Committee may adjust the amount of any bonus payment as the Committee deems appropriate.

 

(b) If a Participant changes positions during the Performance Period, the Participant’s target annual bonus may be adjusted by the Committee to reflect the change in position.

 

(c) No bonus shall be considered to be earned under this Plan unless and until the Committee has determined that a bonus is payable, the Participant is employed through the end of the applicable Performance Period, the Participant is in compliance with any confidentiality, nonsolicitation and other restrictive covenants agreements with the Company, and all other conditions for payment have been met.

 

4.4 Payment of Bonus. Each bonus earned for a Performance Period shall be paid in cash to the Participant in a single lump sum within 2 ½ months following the end of the Performance Period (but no later than March 15 of the calendar year following the calendar year in which the Performance Period ends), provided that the Participant remains employed by the Company through the end of the applicable Performance Period, the Participant is in compliance with any confidentiality, nonsolicitation and other restrictive covenants agreements with the Company, and all other conditions for payment have been met.

 

4.5 Withholding Tax. The Company shall withhold from each bonus payment an amount sufficient to satisfy all federal, state and local tax withholding requirements relating to the bonus.

 

2

 

 

V. Termination of Employment. Except as provided below, a Participant must be employed by the Company through the end of the applicable Performance Period in order to be eligible to receive a bonus for such Performance Period. The Committee shall have discretion to pay a prorated or full bonus in the event of death, disability, involuntary termination without cause or other circumstances, as the Committee deems appropriate, including to comply with any applicable employment agreement.

 

VI. Administration. The Committee shall administer the Plan. The Board may make any or all determinations of the Committee hereunder, in which case all references to the “Committee” shall be deemed to include the Board. The Committee shall have full power and discretionary authority to interpret and administer the Plan, to make all determinations, including all participation and bonus determinations, and to prescribe, amend and rescind any rules, forms or procedures as the Committee deems necessary or appropriate for the proper administration of the Plan and to make any other determinations and take such other actions as the Committee deems necessary or advisable in carrying out its duties under the Plan. Any action required of Committee under the Plan shall be made in the Committee’s sole discretion and not in a fiduciary capacity. All decisions and determinations by the Committee shall be final, conclusive and binding on the Company, the Participants, and any other persons having or claiming an interest hereunder. All bonuses shall be awarded conditional upon the Participant’s acknowledgement, by continuing in employment with the Company, that all decisions and determinations of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest in such bonus.

 

VII. General Provisions.

 

7.1 Transferability. No bonus under this Plan shall be transferred, assigned, pledged or encumbered by the Participant nor shall it be subject to any claim of any creditor, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment, trustee’s process, or any other legal or equitable process available to any creditor of such Participant. In the event of a Participant’s death, any amounts payable under this Plan, as determined by the Committee, shall be paid to the Participant’s estate.

 

7.2 Unfunded Arrangement. The Plan is an unfunded incentive compensation arrangement. Nothing contained in the Plan, and no action taken pursuant to the Plan, shall create or be construed to create a trust of any kind. Each Participant’s right to receive a bonus shall be no greater than the right of an unsecured general creditor of the Company. All bonuses shall be paid from the general funds of the Company, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of bonuses.

 

7.3 No Rights to Employment. Nothing in the Plan, and no action taken pursuant hereto, shall confer upon a Participant the right to continue in the employ of the Company, or affect the right of the Company to terminate a Participant’s employment at any time for cause or for no cause whatsoever.

 

7.4 Company Policies. The Plan and all bonuses paid hereunder shall be subject to any applicable clawback and other Company policies adopted by the Board from time to time.

 

7.5 Section 409A. The Plan is intended to comply with the short-term deferral rule set forth in the regulations under section 409A of the Code, in order to avoid application of section 409A to the Plan. If and to the extent that any payment under this Plan is deemed to be deferred compensation subject to the requirements of section 409A, this Plan shall be administered so that such payments are made in accordance with the requirements of section 409A. Although the Company intends to administer the Plan to prevent taxation under section 409A, the Company does not represent or warrant that the Plan or any bonus complies with any provision of federal, state, local or other tax law.

 

7.6 Termination and Amendment of the Plan. The Board may amend or terminate the Plan at any time.

 

7.7 Successors. The Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns, and each Participant and his or her heirs, executors, administrators and legal representatives.

 

7.8 Applicable Law. The Plan shall be construed and governed in accordance with the laws of the State of Delaware.

 

 

3

 

 

Exhibit 10.2

 

[CorMedix Letterhead]

 

Personal and Confidential

 

[DATE]

 

[Employee Name]

 

Subject: CorMedix Inc. Special Performance Bonus

 

Dear [First Name]:

 

On behalf of CorMedix Inc. (the “Company”), I am pleased to inform you that you will be eligible to receive a special cash performance bonus (“Bonus”) under the CorMedix Inc. Executive Bonus Plan (“Plan”).

 

The Bonus will be payable based on the achievement of the performance metrics set forth on Exhibit A, your continued employment with the Company, and your continued compliance with applicable restrictive covenant agreements. The Compensation Committee (“Committee”) of the Company’s Board of Directors has determined your target bonus (“Target Bonus”) and the performance period (“Performance Period”) to be as follows:

 

  Target Bonus: [_________]
     
  Performance Period: [_________]
     
  Performance Metrics: See Exhibit A

 

Your Target Bonus represents the target amount that you are eligible to receive based on attainment of the performance metrics. Following the end of the Performance Period, the Committee will determine the actual amount of your Bonus.

 

The Bonus, if any, will be paid in cash in a single sum within 2 ½ months following the end of the Performance Period, subject to your continued employment with the Company through the last day of the Performance Period. Payment of the Bonus is also subject to your continued compliance with any confidentiality, nonsolicitation and other restrictive covenants agreements with the Company.

 

Your right to the Bonus is personal to you and cannot be transferred, assigned, or pledged. This letter does not interfere in any way with the right of the Company to terminate your employment at any time for any reason, subject to the terms of your employment agreement with the Company. The Bonus is a special performance bonus and is not considered your annual bonus for purposes of your employment agreement with the Company. The Bonus is subject to the terms of the Plan, which is incorporated by this reference.

 

The Bonus is subject to applicable tax withholding. This letter is intended to comply with the “short term deferral” exception to section 409A of the Internal Revenue Code.

 

Please acknowledge and accept your eligibility for the Bonus in the space provided below. You should keep a copy of this letter for reference.

 

Sincerely,  
   
CorMedix, Inc.  
   
By         

 

I accept and agree to the terms of this letter. I agree that all decisions and determinations of the Committee regarding the Bonus shall be final and binding.

 

AGREED AND ACCEPTED BY:  
   
   

 

[Insert name]

 

 

 

 

EXHIBIT A

 

Performance Metrics